X0206 3 2020-12-10 0 0001817153 EdtechX Holdings Acquisition Corp. II EDTXU 0001754102 Vedrenne-Cloquet Benjamin C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON X0 W1D 4NS UNITED KINGDOM 1 1 1 0 Chief Executive Officer 0001754164 McIntyre Charles C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON X0 W1D 4NS UNITED KINGDOM 1 1 1 0 Chief Investment Officer 0001826787 IBIS Capital Sponsor II EdtechX LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON X0 W1D 4NS UNITED KINGDOM 0 0 1 0 0001826789 IBIS Capital Sponsor II LLC C/O IBIS CAPITAL LIMITED 22 SOHO SQUARE LONDON X0 W1D 4NS UNITED KINGDOM 0 0 1 0 Class B Common Stock Class A Common Stock 1861500 I By IBIS Capital Sponsor II LLC Class B Common Stock Class A Common Stock 973500 I By IBIS Capital Sponsor II EdtechX LLC Warrant 11.50 Class A Common Stock 4493250 I By IBIS Capital Sponsor II LLC Warrant 11.50 Class A Common Stock 486750 I By IBIS Capital Sponsor II EdtechX LLC The Class B Common Stock will automatically convert into Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subejct to adjustment.The Class B Common Stock has no expiration date. Includes up to 375,000 shares of Class B Common Stock that may be forfeited if the underwriters in the Issuer's initial public offering do not exercise the overallotment option in full. 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. 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. 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. Each Warrant will expire five years after the completion of an initial business combination. Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II LLC irrevocably committed to purchase. Does not include up to 25,000 additional Warrants which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full. Represents Warrants which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, IBIS Capital Sponsor II EdtechX LLC irrevocably committed to purchase. /s/Benjamin Vedrenne-Cloquet 2020-12-10 /s/ Charles McIntyre 2020-12-10 IBIS Capital Sponsor II LLC, by Benjamin Vedrenne-Cloquet, Managing Member 2020-12-10 IBIS Capital Sponsor II EdtechX LLC, by Benjamin Vedrenne-Cloquet, Managing Member 2020-12-10