Statement of Changes in Beneficial Ownership (4)
November 15 2022 - 4:25PM
Edgar (US Regulatory)
FORM 4
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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
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Vedrenne-Cloquet Benjamin |
2. Issuer Name and Ticker or Trading Symbol
EdtechX Holdings Acquisition Corp. II
[
EDTX
]
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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)
3/3/2022 |
(Street)
LONDON, X0 W1D 4NS
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/15/2022 | | C | | 1075475 | A | $0 | 1075475 | I | by IBIS Capital Sponsor II LLC (1) |
Class A Common Stock | 11/15/2022 | | C | | 1013500 | A | $0 | 1013500 | I | by IBIS Capital Sponsor II EdtechX LLC (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 (3) | 3/3/2022 | | G | | | 786025 | (3) | (3) | Class A Common Stock | 786025 | $0 (4) | 1075475 | I | by IBIS Capital Sponsor II LLC (1) |
Class B Common Stock | $0 (3) | 11/15/2022 | | C | | | 1075475 | (3) | (3) | Class A Common Stock | 1075475 | $0 (3) | 0 | I | by IBIS Capital Sponsor II LLC (1) |
Class B Common Stock | $0 (3) | 11/15/2022 | | C | | | 1013500 | (3) | (3) | Class A Common Stock | 1013500 | $0 (3) | 0 | I | by IBIS Capital Sponsor II EdtechX LLC (2) |
Warrants | $11.50 | 3/3/2022 | | G | | | 2035518 | (5) | (6) | Class A Common Stock | 2035518 | $0 (4) | 2457732 | I | by IBIS Capital Sponsor II LLC (1) |
Warrants | $11.50 | | | | | | | (5) | (6) | Class A Common Stock | 546750 | | 546750 | I | by IBIS Capital Sponsor II EdtechX LLC (2) |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
(3) | The Class B Common Stock will convert into Class A Common Stock upon the earlier of (1) request by the holder or (2) automatically at the time of the Issuer's initial business combination. Such conversion shall be on a one-for-one basis, subject to adjustment. The Class B Common Stock has no exercise or conversion price, nor expiration date. |
(4) | These securities were transferred by IBIS Capital Sponsor II LLC for no consideration. |
(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. |
Reporting Owners
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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 |
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McIntyre Charles C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0 W1D 4NS | X | X | Chief Investment Officer |
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IBIS Capital Sponsor II LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0 W1D 4NS |
| X |
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IBIS Capital Sponsor II EdtechX LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON, X0 W1D 4NS |
| X |
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Signatures
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/s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II LLC | | 11/15/2022 |
**Signature of Reporting Person | Date |
/s/ Benjamin Vedrenne-Cloquet, as managing member of IBIS Capital Sponsor II EdtechX LLC | | 11/15/2022 |
**Signature of Reporting Person | Date |
/s/ Benjamin Vedrenne-Cloquet | | 11/15/2022 |
**Signature of Reporting Person | Date |
/s/ Charles McIntyre | | 11/15/2022 |
**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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