UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16 30, 2023

EDTECHX HOLDINGS ACQUISITION CORP. II

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39792	85-2190936
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

22 Soho Square, London, WID 4NS, United Kingdom

(Address of Principal Executive Offices) (Zip Code)

(44) 207 070 7080

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant	EDTXU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	EDTX	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	EDTXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously ~~disclosed~~reported, on ~~June 21, 2023,~~ EdtechX Holdings Acquisition Corp. II (the “Company”) ~~notified~~has ~~zSpace~~commenced ~~Inc.,~~the aprocess ~~Delaware~~of ~~corporation~~liquidating ~~(“zSpace”), that,~~the ~~effective~~Company’s ~~immediately,~~trust itaccount ~~was~~established ~~terminating~~in ~~that~~connection with ~~certain~~its ~~Agreement~~initial ~~and~~public. ~~Plan~~offering ~~of Reorganization (“Merger Agreement”) by~~ and ~~among~~redeeming the Company,’s ~~EXHAC~~Class ~~Merger~~A ~~Sub~~ordinary I,shares ~~Inc.,~~issued ain ~~Delaware~~such ~~corporation~~offering ~~and~~(“Public aShares”), in ~~wholly-owned~~accordance ~~subsidiary~~with of the Company,’s ~~EXHAC~~amended ~~Merger~~and ~~Sub II,~~restated ~~LLC,~~certificate aof ~~Delaware~~incorporation ~~limited~~(“Charter”). ~~liability~~Pursuant ~~company~~to ~~and a wholly-owned subsidiary of~~ the ~~Company~~Charter, all ~~and~~outstanding ~~zSpace.~~Public ~~The~~Shares ~~Company~~will isbe ~~considering~~redeemed ~~all available~~at ~~remedies~~a inper ~~connection~~share ~~with~~redemption ~~the~~price ~~failure~~of toapproximately ~~complete~~$10.34 ~~the~~per ~~business~~Public ~~combination~~Share ~~in accordance with~~ (the ~~Merger Agreement~~“Redemption Amount”).

~~Under~~The ~~the~~redemption ~~Company’s amended~~will ~~and~~occur ~~restated~~on ~~certificate~~or ofabout ~~incorporation~~Thursday, ~~as amended (the “Charter”)~~August 31, ~~the Company currently has until December 15,~~ 2023 ~~to complete an initial business combination~~. InAs ~~light~~ of the ~~termination~~close of ~~the~~business ~~Merger~~on ~~Agreement~~such date, the ~~Company~~Public ~~has~~Shares ~~determined that it~~ will ~~not~~ be ~~possible~~deemed tocancelled ~~complete an initial business combination~~ and ~~therefore~~will torepresent ~~begin~~only the ~~process~~right ofto ~~liquidating and dissolving in~~receive ~~accordance with~~ the ~~Charter~~per ~~and~~share ~~the~~Redemption ~~General Corporation Law of the State of Delaware~~Amount. InThe ~~connection~~Company’s ~~therewith~~officers, ~~the~~directors, ~~Company~~initial ~~will~~stockholders, ~~(i)~~and ~~cease all operations except for~~ the ~~purpose~~purchasers of ~~winding~~warrants ~~up and~~ (ii“Private Warrants”) asin ~~promptly~~the asprivate ~~reasonably~~placement ~~possible,~~that ~~redeem~~occurred simultaneously with the Company’s initial public ~~shares~~offering, athave awaived ~~per-share~~their ~~price,~~redemption ~~payable~~rights inwith ~~cash,~~respect ~~equal~~ to the ~~aggregate~~common ~~amount~~stock ~~then~~issued onprior ~~deposit~~to in the ~~trust~~Company’s ~~account,~~initial ~~including~~public ~~interest~~offering ~~earned~~and on the ~~trust~~Private ~~account~~Warrants. ~~and~~The ~~not~~loans ~~previously~~made ~~released~~by to the Company’s ~~(less~~initial upstockholders toin ~~$100,000~~connection ofwith ~~interest~~the topreviously-disclosed ~~pay~~extension ~~liquidation~~of ~~and~~time ~~dissolution~~to ~~expenses~~complete ~~and~~an initial ~~which~~business ~~interest shall~~combination will not be ~~net~~repaid ofand ~~taxes~~will ~~payable),~~be ~~divided~~forgiven byexcept to the ~~number~~extent of ~~then~~any ~~outstanding~~remaining ~~public~~funds ~~shares,~~held ~~which~~outside ~~redemption~~of ~~will~~the ~~completely extinguish public~~trust ~~stockholders’~~account. ~~rights~~There aswill ~~stockholders~~be ~~(including~~no ~~the~~redemption ~~right~~or toliquidating ~~receive~~distribution ~~further~~with ~~liquidation~~respect ~~distributions,~~to ifthe ~~any)~~Company’s warrants, ~~subject~~which inwill ~~the~~expire worthless. ~~case~~The oflast ~~clause~~trading ~~(ii),~~date toof the Company’s ~~obligations~~securities ~~under~~on ~~Delaware~~the ~~law~~Nasdaq toCapital ~~provide~~Market ~~for~~is ~~claims~~expected ~~of creditors and in all cases subject~~ to ~~the~~be ~~other~~Thursday, ~~requirements~~August of31, ~~applicable law~~2023.

~~SIGNATURE~~Record holders of Public Shares may redeem their shares for their per share Redemption Amount by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount.

~~Pursuant~~On toAugust 30, 2023, the ~~requirements~~Company issued a press release ofannouncing the ~~Securities~~timing ~~Exchange~~and ~~Act~~mechanics of ~~1934,~~the asliquidation ~~amended,~~of the ~~registrant~~trust ~~has~~account. ~~duly~~A ~~caused~~copy ~~this~~of ~~report~~the press release is filed as Exhibit 99.1 to bethis Current ~~signed~~Report on ~~its~~Form ~~behalf~~8-K byand ~~the~~is ~~undersigned hereunto~~incorporated ~~duly~~herein ~~authorized~~by reference.

~~Dated:~~Forward-looking ~~August 16, 2023~~Statements:

~~EDTECHX~~This ~~HOLDINGS~~Current ~~ACQUISITION~~Report ~~CORP~~on Form 8-K includes “forward-looking statements” as such term is defined in the Private Securities Litigation Reform Act of 1995. IIWhen ~~By:~~used /in this Current Report on Form 8-K, words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions, as they relate to the Company, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s/ management, ~~Benjamin~~as ~~Vedrenne~~well as assumptions made by and information currently available to the Company’s management. Actual results could differ materially from those contemplated by the forward-~~Cloquet~~looking ~~Name:~~statements ~~Benjamin~~as ~~Vedrenne~~a result of certain factors which may not be in the control of the Company. Readers are cautioned not to place undue reliance on any such forward-~~Cloquet~~looking ~~Title:~~statements, ~~Chief~~which ~~Executive~~speak ~~Officer~~only as of the date made. The Company has no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Exhibit Description
99.1		Press Release, dated August 30, 2023
104		Cover Page Interactive Data File (formatted in the Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 30, 2023

	EDTECHX HOLDINGS ACQUISITION CORP. II

	By:	/s/ Benjamin Vedrenne-Cloquet
	Name:	Benjamin Vedrenne-Cloquet
	Title:	Chief Executive Officer

Filing Compare · EdtechX Holdings Acquisition Corp. II