美联国际教育集团美股招股说明书(2020-03-26版)

424B3 1 f424b3032520_metenedtechx.htm Filed Pursuant to Rule 424(b)(3)Registration Statement No. 333-235859EDTECHX HOLDINGS ACQUISITION CORP.c/o IBIS Capital Limited22 Soho SquareLondon W1D 4NSUnited Kingdom+44 207 070 7080PROXY STATEMENT/PROSPECTUS SUPPLEMENTMarch 26, 2020TO THE STOCKHOLDERS OF EDTECHX HOLDINGS ACQUISITION CORP.:This is a supplement (this “Supplement”) to the proxy statement/prospectus of EdtechX Holdings Acquisition Corp. (“EdtechX”), dated March 16, 2020 (the “Proxy Statement/Prospectus”), that has been sent to you in connection with EdtechX’s annual meeting of stockholders to consider and vote upon, among other things, a proposal to approve and adopt the Agreement and Plan of Reorganization, dated as of December 12, 2019, (the “Merger Agreement”), by and among EdtechX, Meten EdtechX Education Group Ltd., a Cayman Islands exempted company (“Holdco”), Meten Education Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Holdco (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”), and Meten International Education Group, a Cayman Islands exempted company (the “Company”) which, among other things, provides for (i) Meten Merger Sub to merge with and into the Company, with the Company being the surviving entity of such merger (the “Meten Merger”) and becoming a wholly-owned subsidiary of Holdco (“Surviving Cayman Islands Company”) and (ii) EdtechX Merger Sub to merge with and into EdtechX, with EdtechX being the surviving entity of the merger (the “EdtechX Merger” and together with the Meten Merger, the “Mergers”) and becoming a wholly-owned subsidiary of Holdco (“Surviving Delaware Corporation”), and to approve the Mergers contemplated by the Merger Agreement as described in the Proxy Statement/Prospectus.We are sending you this supplement to provide you with an update about Holdco’s efforts to arrange and obtain financing in the range of $20,000,000 and $100,000,000 from the sale of equity securities of Holdco (the “Financing”) as follows: on March 26, 2020, Holdco entered into an additional forward purchase contract with an unaffiliated third-party investor that is a China-based Fortune 500 company (the “New PIPE Investor”), pursuant to which such New PIPE Investor agreed to purchase (through itself or its designee), in a private placement to occur concurrently with the consummation of the Mergers, an aggregate of 600,000 units with each unit consisting of one ordinary shares of Holdco at $10.00 per share, for an aggregate investment of $6 million. The New PIPE Investor also has the right to appoint one director to the board of director of the Holdco and two subsidiaries of the Company within 30 business days of the closing, immediately prior to which the Holdco’s director nominee Yongchao Chen will cease to be a director or director nominee. The closing of such $6 million PIPE transaction is subject to various customary conditions, including the consummation of the Mergers. The selected unaudited pro forma condensed combined financial information, comparative per share information and unaudited pro forma condensed combined financial information reflecting the impact of the aforementioned $6 million PIPE transaction and the additional $4 million PIPE transaction described in the supplement to the Proxy Statement/Prospectus, filed with the United States Securities and Exchange Commission (the “SEC”) on March 23, 2020 (the “First Supplement”), is attached hereto as Annex A.1Before you vote you should read the Proxy Statement/Prospectus and other documents that EdtechX has filed with the Securities and Exchange Commission, together with this Supplement, for more complete information about EdtechX, Holdco, Company and the proposed transactions. If you need additional copies of this Supplement, the First Supplement, the Proxy Statement/Prospectus, or the proxy card you should contact:EdtechX Holdings Acquisition Corp.c/o IBIS Capital Limited22 Soho SquareLondon, W1D 4NSUnited KingdomAttn: SecretaryTel: +44 207 070 7080orAdvantage Proxy, Inc.P.O. Box 13581Des Moines, WA 98198Toll Free Telephone: (877) 870-8565Main Telephone: (206) 870-8565E-mail: ksmith@advantageproxy.comYou may also obtain a free copy of this Supplement, the First Supplement, the Proxy Statement/Prospectus and other documents containing information about EdtechX, Holdco, the Company and the proposed transactions, without charge, at the SEC’s website at www.sec.gov.This Supplement should be read together with the Proxy Statement/Prospectus and the First Supplement. To the extent that the information in this Supplement is inconsistent with the information in the Proxy Statement/Prospectus and the First Supplement, the information in this Supplement supersedes the information in the Proxy Statement/Prospectus and the First Supplement. Terms that are defined in the Proxy Stateme