EDTXU EdtechX Holdings Acquisition Corporation II

FORM 4 [ ] 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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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) 3/3/2022
(Street) LONDON, X0 W1D 4NS (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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
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)
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
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	Chief Investment Officer
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, 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

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