Statement of Ownership (sc 13g)
June 28 2021 - 3:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2
(Amendment No. __)*
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EdtechX Holdings Acquisition Corp. II
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(Name of Issuer)
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Class A common stock, par value $0.0001 per share
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(Title of Class of Securities)
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28139A102
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(CUSIP Number)
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June 18, 2021
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 28139A102
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13G
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Page 2 of 13 Pages
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1
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NAME OF REPORTING PERSONS
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
550,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G are based upon
11,500,000 shares of Class A common stock outstanding as of February 16, 2021 (according to the issuer’s Form 10-Q as filed with
the Securities and Exchange Commission on February 16, 2021). Except as described in the preceding sentence, all share numbers for the
holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on June 28, 2021.
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CUSIP No. 28139A102
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13G
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Page 3 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
550,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 28139A102
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13G
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Page 4 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
550,000 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 28139A102
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13G
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Page 5 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
Citadel Securities LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
25,802 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
BD; OO
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CUSIP No. 28139A102
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13G
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Page 6 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
25,802 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 28139A102
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13G
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Page 7 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
Citadel Securities GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
25,802 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 28139A102
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13G
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Page 8 of 13 Pages
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1.
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NAME OF REPORTING PERSONS
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
575,802 shares
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. 28139A102
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13G
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Page 9 of 13 Pages
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Item 1(a).
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Name of Issuer:
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EdtechX
Holdings Acquisition Corp. II
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
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22
Soho Square, London, W1D 4NS, United Kingdom
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Item 2(a).
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Name of Person Filing:
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This Schedule
13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”),
Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), CALC IV LP (“CALC4”), Citadel
Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4
and CSGP, the “Reporting Persons”) with respect to shares of Class A common stock of the above-named issuer owned by Citadel
Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities.
Citadel Advisors
is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member
manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP,
and owns a controlling interest in CGP and CSGP.
The filing
of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities
covered by the statement other than the securities actually owned by such person (if any).
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Item 2(b).
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Address of Principal Business
Office or, if none, Residence:
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The
address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
Each
of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each
of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d).
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Title of Class of Securities:
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Class
A common stock, par value $0.0001 per share
28139A102
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CUSIP No. 28139A102
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13G
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Page 10 of 13 Pages
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Item 3.
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If this statement is filed
pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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If filing
as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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A.
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Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel
GP LLC
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(a)
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Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and
Citadel GP LLC may be deemed to beneficially own 550,000 shares of Class A common stock.
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(b)
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The number of shares that each of Citadel Advisors LLC, Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes approximately 4.8% of the Class A common stock
outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 550,000
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 550,000
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CUSIP No. 28139A102
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13G
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Page 11 of 13 Pages
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B.
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Citadel Securities LLC
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(a)
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Citadel Securities LLC may be deemed to beneficially own 25,802
shares of Class A common stock.
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(b)
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The number of shares that Citadel Securities LLC may be deemed
to beneficially own constitutes approximately 0.2% of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 25,802
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 25,802
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C.
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CALC IV LP and Citadel Securities GP LLC
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed
to beneficially own 25,802 shares of Class A common stock.
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(b)
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The number of shares that each of CALC IV LP and Citadel Securities
GP LLC may be deemed to beneficially own constitutes approximately 0.2% of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 25,802
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 25,802
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CUSIP No. 28139A102
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13G
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Page 12 of 13 Pages
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(a)
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Mr. Griffin may be deemed to beneficially own 575,802 shares
of Class A common stock.
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially
own constitutes approximately 5.0% of the Class A common stock outstanding.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 575,802
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 575,802
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Item 5.
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Ownership of Five Percent or
Less of a Class:
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following. ¨
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Item 6.
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Ownership of More Than Five
Percent on Behalf of Another Person:
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Not
Applicable
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
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See
Item 2 above
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Item 8.
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Identification and Classification
of Members of the Group:
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Not
Applicable
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Item 9.
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Notice of Dissolution of Group:
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Not
Applicable
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 28139A102
|
13G
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Page 13 of 13 Pages
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SIGNATURE
After reasonable inquiry and to
the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 28th day
of June, 2021.
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CITADEL SECURITIES LLC
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CITADEL ADVISORS LLC
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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CALC IV LP
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CITADEL ADVISORS HOLDINGS LP
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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CITADEL SECURITIES GP LLC
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CITADEL GP LLC
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By:
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/s/ Guy Miller
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By:
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/s/ Gregory Johnson
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Guy Miller, Authorized Signatory
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Gregory Johnson, Authorized Signatory
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KENNETH GRIFFIN
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By:
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/s/ Gregory Johnson
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Gregory Johnson, attorney-in-fact*
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*
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Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein.
The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February
1, 2021.
|
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