EdtechX Holdings Acquisition Corp. II


We are a Delaware corporation incorporated on May 27, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to herein as an initial business combination, with one or more businesses or entities, which we refer to herein as a target business. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. We initially intend to focus our search on target businesses in the education, training, re-skilling, human capital and education technology (“edtech”) industries.

We will seek to build an industry leading and sustainable acquisition platform of innovative next generation education and training businesses with attractive returns on invested capital. By consummating a business combination with a target business in one of the industries described above, we hope to offer public market investors near-tern access and direct investment exposure to the long-term trends favorably impacting these sectors and to the consolidation and value-creation opportunities related thereto. We will also look for target businesses that are exposed to long term favorable macro trends and with proven management teams who will foster an ownership culture with strong alignment of incentives.

Notwithstanding the foregoing, our efforts to identify a prospective target business will not be limited to any specific geographic region or industry. As a result, if we seek to acquire a target business in an industry other than the education, training, re-skilling, human resources and edtech industries, many of the disclosures contained in this prospectus, such as the benefits and risks related to edtech companies, would no longer be applicable to our company.

Our founders and platform partners

Our founders, Charles McIntyre, our Executive Chairman and Chief Investment Officer, and Benjamin Vedrenne-Cloquet, our Chief Executive Officer, are long standing business partners. They have decades of experience as investors, advisors and operators in fragmented industries undergoing global consolidation and digital transition, in particular the media and education sectors.

Together, they have been building and leading a thematic platform dedicated to the education, training and edtech sectors through two companies – IBIS Capital Limited and Edtech Global Ltd. Through our founders’ relationships with IBIS Capital and Edtech Global (together, our “platform partners”), we expect to have access to their resources and strategic capabilities. Our founders and platform partners have a shared vision of identifying, growing, transforming and investing in next generation education and training companies. They actively track and curate a broad and fragmented universe of incumbents and innovators in the sector, globally. They are also active in shaping and disseminating industry and investment trends. Our management team has a SPAC track record with institutional investors. We believe that our management team and platform partners’ relationships with leading edtech company founders, senior executives of private and public education and training companies, venture capitalists and private equity fund managers, in addition to the strategic capabilities brought by our platform partners, will give us a competitive advantage in our acquisition strategy and our ability to identify and implement value creation initiatives.

IBIS Capital was formed in 2003 as a sector focused investment bank specializing on opportunities arising from the impact of digital technology. IBIS Capital is headquartered in London, UK and has established itself as a leading independent investment bank within the education, edtech and media sectors, working with companies, financial sponsors, family offices and institutional investors across Europe, Asia and North and South America. Since its founding, IBIS Capital has completed over 100 M&A transactions. IBIS Capital was a founding partner in 2006 of IBIS Capital Partners, a long/short hedge fund focused on the global media sector. The majority shareholder and Chief Executive Officer of IBIS Capital is Charles McIntyre, who was formerly a managing director of the investment banking businesses of Apax Partners, an international private equity firm. Benjamin Vedrenne-Cloquet, who is an operating partner and co-owner of IBIS Capital, has been responsible together with Mr. McIntyre for the development of the IBIS Capital and Edtech Global education platform. Prior to joining IBIS Capital in 2012, Mr. Vedrenne-Cloquet held various senior management and investment positions at leading US and international publicly listed media groups, focusing particularly on digital transition situations and investments. The media groups include Warner Media, formerly Time Warner (NYSE: TWX), Omnicom (NYSE: OMC), Modern Times Group (NASDAQ: MTGA), and Lagardere (EPA: MMB). Mr. Vedrenne-Cloquet is also Chairman of the Board of Trustee of CFBL, an international French bilingual school in London, and a senior advisor to EDUCAPITAL, a leading European venture capital fund focused on edtech.

EdTech Global, which was spun out from IBIS Capital in 2015, is a research and event company that owns and operates international conferences and publishes industry research under the EdTechX brand. Its senior executives, innovators and investors are involved in and connected to the education and training sectors. EdTech Global addresses a global audience through its digital event (EdtechX Online) and global EdtechX conference series and ecosystem tours which take place in Europe (EdtechX Europe), Asia (EdtechX Asia) and Africa (EdTechX Africa). Edtech Global also works in partnership with other event organizers in the U.S., Middle East, China and Japan.

EdTech Global maintains a proprietary database of over 4,750 CEOs, 675 investors and 5,000 companies, providing access to over 62,500 senior executives, entrepreneurs, business owners, functional experts, investors and influencers operating within the education and training sector across the globe.

Messrs. McIntyre and Vedrenne-Cloquet also founded EdtechX Holdings Acquisition Corp., or “EdtechX 1,” a blank check company like our company that was formed to consummate an initial business combination in the education and training sectors. EdtechX 1 completed its initial public offering in October 2018 raising gross proceeds of $63,250,000. In March 2020, EdtechX 1 consummated its initial business combination with Meten Education Group, Ltd. in a transaction with an implied equity valuation for Meten of approximately $535 million. The combined entity is now operating as Meten EdtechX Education Group Ltd. (Nasdaq: METX; METXW). Messrs. Vedrenne-Cloquet and McIntyre are currently independent directors of Meten EdtechX.

Meten EdtechX is a leading English language training (“ELT”) provider in Asia, delivering English language and future skills training for students and young professionals through digital platforms and a nationwide network of learning centers. Meten-EdtechX provides its services under three industry-leading brands: Meten (adult and junior ELT services), ABC (primarily junior ELT services) and Likeshuo (online ELT). Meten EdtechX is committed to meeting the increasing demand for ELT services arising primarily from the strong growth of urban middle class all across Asia. Messrs. McIntyre and Vedrenne-Cloquet identified Meten Education Group as an attractive business combination target for EdtechX 1 due to its strong market position, fast growing digital offering and highly capable management team that was operating within a sector that was experiencing strong market demand.

We believe our management team, together with their platform partners, will provide us with an extensive industry network with which we intend to source and evaluate target businesses as well as devise plans to optimize any business that we acquire. We believe that our partners also share our long-term approach to capital allocation and strategic decision making and that they will assist us in implementing our objectives which, in combination, will be a key differentiator for our company.

Finally, our board of directors and advisory board represent a diverse and highly experienced group of investors, operators, educators, technologists and advisors. Together, we believe they will enhance our connectivity to both investors and target businesses and ensure our company meets the highest standard of corporate governance and adopts a rigorous approach to capital allocation.

Source : www.SEC.gov S-1 filing link.

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