EDTX EdtechX Holdings Acquisition Corporation II

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. 

Management of EdtechX Holdings Acquisition Corp. II (the “Company”) has identified errors made in the Company’s historical financial statements where the Company improperly classified a portion of its Class A common stock subject to possible redemption. The Company previously determined the Class A common stock subject to possible redemption to be equal to the redemption value of $10.00 per share of common stock while also taking into consideration that a redemption cannot result in net tangible assets being less than $5,000,001 pursuant to the Company’s amended and restated certificate of incorporation. Management determined that the Class A common stock issued during the Company’s initial public offering can be redeemed or become redeemable subject to the occurrence of future events that are not within the Company’s sole control. Therefore, management concluded that temporary equity should include all shares of Class A common stock subject to possible redemption, as opposed to only certain shares. As a result, management noted a classification error related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock. In connection with the change in presentation for the shares subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) to its class A common stock compared to the previous computation that allocated net income (loss) between redeemable and non-redeemable common stock.

Based on the foregoing, on February 11, 2022, management of the Company and the Audit Committee of the Board of Directors of the Company determined that the Company’s previous quarterly report on Form 10-Q for the quarter ended September 30, 2021, the Company’s previous annual report on Form 10-K for the year ended June 30, 2021 and the audited balance sheet as of December 15, 2020 (the date the Company consummated its initial public offering), included in Exhibit 99.1 to the Company’s Current Report of Form 8-K filed on December 21, 2020 (collectively, the “Affected Periods”) should no longer be relied upon. The Company will include a footnote in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 reflecting the reclassification for the Affected Periods.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, its independent registered public accounting firm.