SEC Comment Letter 0000000000-22-012259 to EdtechX Holdings Acquisition Corp. II (CIK 0001817153)
EdtechX Holdings Acquisition Corp. II (CIK 0001817153)
Date: Nov. 10, 2022 · CIK: 0001817153 · Accession: 0000000000-22-012259
AI Filing Summary & Sentiment
File numbers found in text: 001-39792
Letter
United States securities and exchange commission logo November 10, 2022 Benjamin Vedrenne-Cloquet Chief Executive Officer EdtechX Holdings Acquisition Corp. II c/o IBIS Capital Limited 22 Soho Square London, W1D 4NS London, W1D 4NS Re:EdtechX Holdings Acquisition Corp. II Preliminary Proxy Statement on Form Pre 14A Filed November 1, 2022 File No. 001-39792 Dear Benjamin Vedrenne-Cloquet: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Form Pre 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate.
FirstName LastNameBenjamin Vedrenne-Cloquet Comapany NameEdtechX Holdings Acquisition Corp. II November 10, 2022 Page 2 FirstName LastName Benjamin Vedrenne-Cloquet EdtechX Holdings Acquisition Corp. II November 10, 2022 Page 2 Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jeffrey M. Gallant, Esq.
Show Raw Text
United States securities and exchange commission logo
November 10, 2022
Benjamin Vedrenne-Cloquet
Chief Executive Officer
EdtechX Holdings Acquisition Corp. II
c/o IBIS Capital Limited
22 Soho Square
London, W1D 4NS
London, W1D 4NS
Re:EdtechX Holdings Acquisition Corp. II
Preliminary Proxy Statement on Form Pre 14A
Filed November 1, 2022
File No. 001-39792
Dear Benjamin Vedrenne-Cloquet:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Form Pre 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able
to complete an initial business combination with a U.S. target company should
the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose
that as a result, the pool of potential targets with which you could complete an initial
business combination may be limited. Further, disclose that the time necessary for
government review of the transaction or a decision to prohibit the transaction could
prevent you from completing an initial business combination and require you to liquidate.
FirstName LastNameBenjamin Vedrenne-Cloquet
Comapany NameEdtechX Holdings Acquisition Corp. II
November 10, 2022 Page 2
FirstName LastName
Benjamin Vedrenne-Cloquet
EdtechX Holdings Acquisition Corp. II
November 10, 2022
Page 2
Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jeffrey M. Gallant, Esq.