美联国际教育集团美股招股说明书(2020-12-08版)

424B3 1 ea131226-424b3_metenedtechx.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)Registration Statement No. 333-240081 Prospectus Supplement No. 3 (To Prospectus Dated August 7, 2020) METEN EDTECHX EDUCATION GROUP LTD. 51,025,947 ORDINARY SHARES (INCLUDING SHARES ISSUED PURSUANT TO THE EXERCISE OF THE WARRANTS)6,260,000 WARRANTS TO PURCHASE 6,260,000 ORDINARY SHARES250,000 UNITS PURSUANT TO THE EXERCISE OF THE UNIT PURCHASE OPTIONS This prospectus supplement (this “Prospectus Supplement”) updates and supplements the prospectus dated August 7, 2020 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1, as amended (Registration No. 333-240081). This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Report on Form 6-K, furnished with the Securities and Exchange Commission on December 4, 2020 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement. The Prospectus and this Prospectus Supplement relate to (i) our offering of 250,000 units (including the underlying 250,000 warrants and 250,000 ordinary shares) issuable upon exercise of the outstanding unit purchase options and 10,355,000 ordinary shares issuable upon exercise of the warrants (including the warrants underlying the units purchasable upon exercise of the unit purchase options); (ii) the resale of 44,330,947 ordinary shares and 6,260,000 warrants by the selling securityholders named in the Combined Prospectus, comprising (a) 3,200,000 ordinary shares held by certain institutional investors that purchased in private placements (including 2,600,000 ordinary shares underlying the units held by certain institutional investors that purchased in private placements) that have requested such ordinary shares to be included in the registration statement of which the Prospectus forms part, (b) 34,870,947 ordinary shares held by certain shareholders who received ordinary shares in connection with the consummation of the Mergers and became holders of our ordinary shares, (c) 3,660,000 warrants held by certain holders who received redeemable warrants in connection with the consummation of the Mergers (the “Converted Warrants”), (d) 2,600,000 warrants underlying the units held by certain institutional investors purchased in private placements (the “PIPE Warrants”) and that have requested such warrants to be included in the registration statement of which the Prospectus forms part, (e) 2,600,000 ordinary shares issuable upon exercise of the PIPE Warrants underlying the units held by certain institutional investors that purchased in private placements and that have requested such warrants to be included in the registration statement of which the Prospectus forms part and (f) 3,660,000 ordinary shares issuable upon exercise of the Converted Warrants; and (iii) the issuance by us of up to 2,600,000 ordinary shares that are issuable upon the exercise of the transferred PIPE Warrants. This Prospectus Supplement should be read in conjunction with the Prospectus. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. Our ordinary shares, US$0.0001 par value, are currently listed on the Nasdaq Capital Market under the symbol “METX,” and our warrants are currently quoted on the Nasdaq Capital Market under the symbol “METXW.” We qualify as an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements. Investing in our ordinary shares 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 the securities described herein or passed upon the adequacy or accuracy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is December 8, 2020. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. c/o 3rd Floor, Tower ATagen Knowledge & Innovation Center2nd Shenyun West Road, Nanshan DistrictShenzhen, Guangdong Province 518000People’s Republic of China(Address