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): ~~May~~ 26June 6, 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))

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~May~~ 26June 6, 2023, EdtechX Holdings Acquisition Corp. II (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company was not in compliance with Listing Rule ~~5250~~5550(ca)(14) (the “Listing Rule”) because the Company ~~had~~does ~~failed~~not tohave ~~file~~a ~~its~~minimum ~~Quarterly Report~~of ~~on Form 10-Q for the quarter ended March 31~~500,000 publicly ~~2023~~held ~~(the “Delinquent Report”)~~shares.

The Notice ~~stated~~states that no ~~later~~ later than July 2521, 2023, the Company ~~was~~is required to submit a plan to regain compliance with ~~respect to~~ the ~~filing~~Listing ~~of the Delinquent Report~~Rule. If NASDAQ ~~accepted~~accepts the Company’s plan, it ~~had~~has the discretion to grant the Company an extension of uptime to ~~180~~regain ~~calendar~~compliance ~~days from~~with the ~~due~~Listing ~~date of the Delinquent Report (or until November 20, 2023) to regain compliance~~Rule.

The ~~Delinquent~~Company ~~Report~~intends ~~was~~to file the ~~filed~~required onplan ~~May~~to 30regain compliance with the Listing Rule prior to July 21, 2023. ~~Accordingly,~~This onnotification ~~May~~has ~~30,~~no ~~2023,~~immediate effect on the listing of the Company’s ~~received~~shares aon ~~subsequent~~NASDAQ. ~~notice~~There ~~from~~can ~~NASDAQ~~be ~~indicating~~no assurance, however, that the Company ~~had~~ ~~regained~~will be able to regain compliance with the Listing Rule ~~and~~or ~~the~~otherwise ~~matter~~satisfy ~~was~~any ~~closed~~other NASDAQ listing criteria.

Cautionary Note Regarding Forward Looking Statements

Statements contained in this Current Report on Form 8-K that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, plans or intentions. Such forward-looking statements may relate to, among other things, the Company's continued efforts and ability to regain and maintain compliance with the Nasdaq Listing Rules. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.

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: ~~May~~June 316, 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