Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 8, 2023, EdtechX Holdings Acquisition Corp. II (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market ("NASDAQ") indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (the "Delinquent Report").

The Notice stated that no later than May 8, 2023, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report. If NASDAQ accepts the Company's plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Delinquent Report (or until August 14, 2023) to regain compliance.

The Company is continuing to work diligently to complete the Delinquent Report. If the Company is unable to file the Delinquent Report by May 8, 2023, it intends to file a plan to regain compliance with NASDAQ. This notification has no immediate effect on the listing of the Company's shares on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.





(d) Exhibits:



Exhibit   Description
99.1        Press release  .
104       Cover Page Interactive Data File (formatted in Inline XBRL).




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