Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
January 07 2021 - 10:20AM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-240081
Prospectus Supplement No. 5
(To Prospectus Dated August 7, 2020)
METEN EDTECHX EDUCATION GROUP LTD.
This prospectus supplement, dated January
7, 2021 (the “Supplement”), filed by Meten EdtechX Education Group Ltd., a Cayman Island exempt company (the
“Company” or “we,” “us” or “our”), supplements certain
information contained in the Company’s prospectus dated August 7, 2020 (the “Prospectus”), which forms
a part of the Company’s Registration Statement on Form F-1 (Registration No. 333-240081). This Supplement amends and supplements
the Prospectus and is not complete without, and may not be delivered or used except in connection with, the Prospectus, including
all other amendments and supplements thereto.
The Prospectus relates to, among other
things, the issuance by us of (i) up to 6,325,000 ordinary shares, US$0.0001 par value, of the Company (the “Ordinary
Shares”) underlying outstanding warrants issued in connection with the Company’s business combination (the “Business
Combination”) that was completed in March 2020 and (ii) up to 5,780,000 Ordinary Shares underlying warrants issued in
private placements in connection with the Business Combination and currently held by the Selling Securityholders as set forth in
the Prospectus under the heading “Selling Securityholders,” in the latter case solely to the extent the Selling Securityholders
publicly transfer such warrants prior to their exercise. In this Supplement, we sometimes refer to such warrants, collectively,
as the “Warrants.”
At the time of issuance, the Warrants had
an exercise price of $11.50 per share. Effective January 6, 2021, the Company has temporarily reduced the exercise price of all
outstanding Warrants to $2.50 per share, and has added a “full-ratchet” anti-dilution protection with respect to subsequent
equity sales in which any person will be entitled to acquire ordinary shares at an effective price per share that is lower than
the then exercise price of the Warrants, subject to customary exceptions (the “Temporary Reduction Period”).
This reduced price and “full-ratchet” anti-dilution protection will apply to all outstanding Warrants during the Temporary
Reduction Period. The Temporary Reduction Period will terminate on the later to occur of (i) the date following which the closing
price of the Ordinary Shares has been equal to or greater than $3.00 per share for at least twenty (20) trading days during the
preceding thirty (30) trading day period or (ii) Monday, March 7, 2021. Upon any termination of the Temporary Reduction Period,
the exercise price of the outstanding Warrants will be reset to $11.50 per share and such exercise price will no longer be subject
to the “full-ratchet” anti-dilution protection. The one-time full-ratchet anti-dilution protection will also terminate
upon the closing of bona fide (meaning raising gross proceeds of at least $10 million) equity financing by the Company at a per
share price above $2.50 during the Temporary Reduction Period.
Accordingly, all references in the Prospectus
indicating that the exercise price of the Warrants is $11.50 per share are hereby temporarily deleted and replaced with an exercise
price of $2.50 per share until the end of the Temporary Reduction Period.
An investment in our securities involves
risks. See “Risk Factors” beginning on page 11 of the Prospectus for a discussion of the factors you should consider
before you make your decision to invest in our securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus
or this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is
January 7, 2021.
BTC Digital (NASDAQ:METX)
Historical Stock Chart
From Aug 2024 to Sep 2024
BTC Digital (NASDAQ:METX)
Historical Stock Chart
From Sep 2023 to Sep 2024