Sec Form 3 Filing - Vedrenne-Cloquet Benjamin @ EdtechX Holdings Acquisition Corp. II - 2020-12-10

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 [ EDTXU] 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/YY) 12/10/2020 (Street) LONDON, X0W1D 4NS 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,861,500 ( 2 ) I By IBIS Capital Sponsor II LLC ( 3 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 973,500 I By IBIS Capital Sponsor II EdtechX LLC ( 4 ) Warrant $ 11.5 ( 5 ) ( 6 ) Class A Common Stock 4,493,250 ( 7 ) I By IBIS Capital Sponsor II LLC ( 3 ) Warrant $ 11.5 ( 5 ) ( 6 ) Class A Common Stock 486,750 ( 8 ) I By IBIS Capital Sponsor II EdtechX LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vedrenne-Cloquet Benjamin C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0W1D 4NS X X Chief Executive Officer McIntyre Charles C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0W1D 4NS X X Chief Investment Officer IBIS Capital Sponsor II EdtechX LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0W1D 4NS X IBIS Capital Sponsor II LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0W1D 4NS X Signatures /s/Benjamin Vedrenne-Cloquet 12/10/2020 Signature of Reporting Person Date /s/ Charles McIntyre 12/10/2020 Signature of Reporting Person Date IBIS Capital Sponsor II LLC, by Benjamin Vedrenne-Cloquet, Managing Member 12/10/2020 Signature of Reporting Person Date IBIS Capital Sponsor II EdtechX LLC, by Benjamin Vedrenne-Cloquet, Managing Member 12/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, subejct to adjustment.The Class B Common Stock has no expiration date. ( 2 )Includes up to 375,000 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. ( 3 )These securities are owned directly by IBIS Capital Sponsor II LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II LLC, except to the extent of his pecuniary interest therein. ( 4 )These securities are owned directly by IBIS Capital Sponsor II EdtechX LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Benjamin Vedrenne-Cloquet, the Issuer's Chief Executive Officer and a director, and Charles McIntyre, the Issuer's Chief Investment Officer and a director. Each of Mr. Vedrenne-Cloquet and Mr. McIntyre disclaims beneficial ownership of the securities held by IBIS Capital Sponsor II EdtechX LLC, except to the extent of his pecuniary interest therein. ( 5 )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. ( 6 )Each Warrant will expire five years after the completion of an initial business combination. ( 7 )Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II LLC irrevocably committed to purchase. Does not include up to 25,000 additional Warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. ( 8 )Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II EdtechX LLC irrevocably committed to purchase.

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).

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