UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
20-F/A
(Mark
One)
☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2020.
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to .
OR
☐ SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report
Commission
file number: 001-39258
Meten
EdtechX Education Group Ltd.
(Exact
Name of Registrant as Specified in Its Charter)
N/A
(Translation
of Registrant’s Name Into English)
Cayman
Islands
(Jurisdiction
of Incorporation or Organization)
c/o
3rd Floor, Tower A
Tagen
Knowledge & Innovation Center
2nd
Shenyun West Road, Nanshan District
Shenzhen,
Guangdong Province 518000
People’s
Republic of China
(Address
of Principal Executive Offices)
Ronald
Tam
5
c/o 3rd Floor, Tower A
Tagen
Knowledge & Innovation Center
2nd
Shenyun West Road, Nanshan District
Shenzhen,
Guangdong Province 518000
People’s
Republic of China
Telephone:
+86 755 8294 5250
E-mail:
info@ascent-ir.com
(Name,
Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
|
Trading
Symbol
|
|
Name
of Each Exchange On Which Registered
|
Ordinary
shares, par value US$0.0001 per share
|
|
METX
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each exercisable for one ordinary share
|
|
METXW
|
|
The
Nasdaq Stock Market LLC
|
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title
of Class)
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title
of Class)
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report:
As
of December 31, 2020, there were 56,874,548 issued and outstanding ordinary shares, par value US$0.00001 per share and 12,705,000
outstanding warrants, each exercisable for one ordinary share.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.☐ Yes ☒ No
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
|
|
|
|
Emerging
growth company
|
☒
|
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13 (a) of the Exchange Act. ☐
†The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board
to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accountant firm that prepared or issued its audit report. ☐
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S.
GAAP ☒
|
|
International
Financial Reporting Standards as issued
by
the International Accounting Standards Board ☐
|
|
Other
☐
|
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.☐ Item 17 ☐ Item 18
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ☐ Yes ☒ No
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
EXPLANATORY
NOTE
This
Amendment No.1 on Form 20-F (“Form 20-F/A”) is being filed to amend the cover page of Meten EdtechX Education Group Ltd.’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on April 30,
2021 (the “Original Form 20-F”). This Form 20-F/A is being filed solely to amend the cover page to check the box as “Yes”
with respect to whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. The box was inadvertently checked as “No”
on the cover page of the original Form 20-F.
Item
19. EXHIBITS
EXHIBIT
INDEX
SIGNATURES
The
registrant hereby certifies that it meets all of the requirements for filing this Amendment No.1 to Annual Report on Form 20-F and that
it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
Meten
EdtechX Education Group Ltd.
|
|
|
|
|
By:
|
/s/
Siguang Peng
|
|
|
Name:
|
Siguang
Peng
|
|
|
Title:
|
Chief
Executive Officer
|
Date:
May 7, 2021
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