Correspondence 0001213900-22-072962 from EdtechX Holdings Acquisition Corp. II (CIK 0001817153)
EdtechX Holdings Acquisition Corp. II (CIK 0001817153)
Date: Nov. 16, 2022 · CIK: 0001817153 · Accession: 0001213900-22-072962
AI Filing Summary & Sentiment
File numbers found in text: 001-39792
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re: EdtechX Holdings Acquisition Corp. II Preliminary Proxy Statement on Form Pre 14A Filed November 1, 2022 File No.: 001-39792
Dear Ladies and Gentlemen:
On behalf of EdtechX Holdings Acquisition Corp. II (“Company”), we respond as follows to the Staff’s comment letter, November 10, 2022, relating to the above-captioned Preliminary Proxy Statement (“Proxy Statement”). Captions and page references herein correspond to those set forth in Amendment No. 1 to the Proxy Statement, a copy of which has been marked with the changes from the original Proxy Statement.
Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
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. 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 have revised the disclosure on page 17 of the Proxy Statement as requested.
* * * * * * * * * *
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
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Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York,
N.Y. 10174-4499
(212) 818-8800
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
November 16, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Re:
EdtechX Holdings Acquisition Corp. II
Preliminary Proxy Statement on Form Pre 14A
Filed November 1, 2022
File No.: 001-39792
Dear Ladies and Gentlemen:
On behalf of EdtechX Holdings Acquisition Corp.
II (“Company”), we respond as follows to the Staff’s comment letter, November 10, 2022, relating to the above-captioned
Preliminary Proxy Statement (“Proxy Statement”). Captions and page references herein correspond to those set forth
in Amendment No. 1 to the Proxy Statement, a copy of which has been marked with the changes from the original Proxy Statement.
Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.
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.
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 have revised the disclosure on page
17 of the Proxy Statement as requested.
* * * * * * * * * *
If you have any questions, please do not hesitate
to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Jeffrey M. Gallant
cc:
Mr. Benjamin Vedrenne-Cloquet