PROXY STATEMENT SUPPLEMENT
May 20, 2022
TO THE STOCKHOLDERS OF EDTECHX HOLDINGS ACQUISITION CORP. II:
This is a supplement (this “Supplement”) to the definitive proxy statement of EdtechX Holdings Acquisition Corp. II (the “Company”), dated May 3, 2022 (the “Proxy Statement”), that was sent to you in connection with the Company’s special meeting of stockholders scheduled for 1:30 p.m., EDT, on June 2, 2022, virtually, at https://www.cstproxy.com/edtechxcorp/2022.
At the special meeting, the Company’s stockholders will be asked to consider and vote upon a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company has to consummate an initial business combination (the “Extension”) from June 15, 2022 to December 15, 2022 (the “Extended Date”).
IBIS Capital Sponsor II LLC and IBIS Sponsor II EdtechX LLC, limited liability companies affiliated with certain of the Company’s officers and directors (collectively, the “sponsors”), have agreed that if the Extension Amendment is approved, they or their affiliates will lend to the Company for every month of the Extension that is needed to consummate a business combination the lesser of an aggregate of (i) $100,000 and (ii) $0.033 per share for each public share that is not converted in connection with the stockholder vote to approve the Extension (such loans being referred to herein as the “Contributions”). Accordingly, if more than 3,000,000 public shares remain outstanding after conversions in connection with this Extension, then the amount paid per share will be reduced proportionately. For example, if no public shares seek conversion, an aggregate of $600,000 would be contributed and the aggregate per-share amount contributed for the entire six-month extension would be approximately $0.05 per share.
Each Contribution will be deposited in the trust account established in connection with the Company’s initial public offering on or prior to the 15th day of each month during the Extension with the first Contribution being deposited on or prior to June 15, 2022. The funds in the trust account, including any Contributions, will be invested in treasury bills at prevailing interest rates. The sponsors will not make the Contributions unless the Extension Amendment is approved and the Extension is completed. The Contributions will not bear any interest and will be repayable by the Company to the sponsors or their affiliates upon consummation of an initial business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Company’s trust account.
Only holders of record of the Company’s common stock at the close of business on April 26, 2022, which is the record date for the special meeting, are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting. As of the close of business on April 26, 2022, there were 14,375,000 shares of common stock issued and outstanding and entitled to vote. Each share is entitled to one vote per share at the special meeting.
All holders of public shares, regardless of whether they vote for or against the Extension Amendment or do not vote at all or are not a holder of record on the record date, may elect to convert their public shares into their pro rata portion of the trust account if the Extension is implemented. The Company estimates that the per-share pro rata portion of the trust account will be approximately $10.15 at the time of the special meeting. The closing price of the Company’s common stock as of May 17, 2022 was $10.12. Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving approximately $0.03 more than if the stockholder sold such shares in the open market. However, the actual market price on the redemption date may be higher or lower than the per share pro rata portion of the trust account on such date. The Company cannot assure stockholders that they will be able to sell their public shares in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
To demand conversion, you must either physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, no later than two business days prior to the vote for the Extension Amendment Proposal or deliver your shares to the transfer agent electronically no later than two business days prior to the vote for the Extension Amendment Proposal using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the effective date of the Extension.
