UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Meten EdtechX Education Group Ltd.
(Name of Issuer)
Ordinary Shares, $0.0001 par value per share
(Title of Class of Securities)
G6055H114
(CUSIP Number)
March 30, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
*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).
| CUSIP No. G6055H114 | 13G | Page 2 of 8 |
| 1. | Names Of Reporting Person I.R.S. Identification No. Of Above Person (Entities Only)
Siqi Huang | |||
| 2. | check the appropriate box if a group |
(a) ☐ (b) ☐ | ||
| 3. | sec use only | |||
| 4. | citizenship or place of organization
PRC | |||
| number
of shares beneficially owned by each reporting person with: |
5. | sole voting power | 0 | |
| 6. | shared voting power | 4,535,122 | ||
| 7. | sole dispositive power | 0 | ||
| 8. | shared dispositive power | 4,535,122 | ||
| 9. | aggregate amount beneficially owned by each reporting person | 4,535,122 | ||
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐ | |||
| 11. | percent of class represented by amount in row (9) | 8.54% | ||
| 12. | type of reporting person (See Instructions) | IN | ||
| CUSIP No. G6055H114 | 13G | Page 3 of 8 |
| 1. | Names Of Reporting Person I.R.S. Identification No. Of Above Person (Entities Only)
MLZ INVESTMENT MANAGEMENT LIMITED | |||
| 2. | check the appropriate box if a group |
(a) ☐ (b) ☐ | ||
| 3. | sec use only | |||
| 4. | citizenship or place of organization
British virgin islands | |||
| number
of shares beneficially owned by each reporting person with: |
5. | sole voting power | 0 | |
| 6. | shared voting power | 4,535,122 | ||
| 7. | sole dispositive power | 0 | ||
| 8. | shared dispositive power | 4,535,122 | ||
| 9. | aggregate amount beneficially owned by each reporting person | 4,535,122 | ||
| 10. | check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐ | |||
| 11. | percent of class represented by amount in row (9) | 8.54% | ||
| 12. | type of reporting person (See Instructions) | OO | ||
| CUSIP No. G6055H114 | 13G | Page 4 of 8 |
Item 1.
| (a) | Name of Issuer: | Meten EdtechX Education Group Ltd. |
| (b) | Address of Issuer’s Principal Executive Offices: | 3rd Floor, Tower A, Tagen Knowledge & Innovation
Center, 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518000 The People’s Republic of China. |
| Item 2. | ||
| (a) | Name of Person Filing: | Siqi Huang has shared voting and dispositive power over 4,535,122 shares of the Issuer’s Ordinary Shares, $0.0001 par value per share (the “Ordinary Shares”), among which, Siqi Huang may be deemed to share voting and dispositive power with MLZ Investment Management Limited (“MLZ”). MLZ is a holding vehicle holding shares for certain director and employees of the Issuer. Siqi Huang, an employee representative of the Issuer, is the sole director of MLZ and has the power to direct MLZ with respect to the disposal of, and the exercise of any voting and other rights attached to, the shares held by MLZ in the Issuer. Siqi Huang expressly disclaims beneficial ownership of all securities held by MLZ for that certain director and employees of the Issuer |
| (b) | Address of Principal Business Office or, if none, Residence: | Siqi
Huang – 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China |
| MLZ Investment Management Limited– 3rd Floor,
Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China | ||
| (c) | Citizenship: | Siqi Huang – PRC |
| or, if none, Residence: | MLZ Investment Management Limited– BVI | |
| (d) | Title of Class of Securities: | Ordinary Shares, $0.0001 par value per share |
| (e) | CUSIP Number: | G6055H114 |
| CUSIP No. G6055H114 | 13G | Page 5 of 8 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____ |
| CUSIP No. G6055H114 | 13G | Page 6 of 8 |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: | Siqi Huang – 4,535,122 | |
| MLZ Investment Management Limited– 4,535,122 | |||
| (b) | Percent of class: | Siqi Huang – 8.54% | |
| MLZ Investment Management Limited– 8.54% | |||
| Calculation of percentage of beneficial ownership is based on 53,100,534 of the Issuer’s Ordinary Shares outstanding as of March 30, 2020, as reported on the Issuer’s Form 20FR12B filed on March 31, 2020. | |||
| (c) | Number of shares as to which the person has: | ||
| Siqi Huang | ||||
| Sole power to vote or to direct the vote: | 0 | |||
| Shared power to vote or to direct the vote: | 4,535,122 | |||
| Sole power to dispose or to direct the disposition of: | 0 | |||
| Shared power to dispose or to direct the disposition of: | 4,535,122 | |||
| MLZ Investment Management Limited | ||||
| Sole power to vote or to direct the vote: | 0 | |||
| Shared power to vote or to direct the vote: | 4,535,122 | |||
| Sole power to dispose or to direct the disposition of: | 0 | |||
| Shared power to dispose or to direct the disposition of: | 4,535,122 | |||
| Item 5 | Ownership of Five Percent or Less of a Class |
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 five percent of the class of securities, check the following ☐.
| CUSIP No. G6055H114 | 13G | Page 7 of 8 |
| Item 6 | Ownership of More than 5 Percent on Behalf of Another Person |
MLZ holds the Ordinary Shares on behalf of employees of the Issuer. To the knowledge of the Reporting Persons, the interest of any individual employee does not exceed 5% of the class of securities. Except to the extent described herein, Siqi Huang disclaims beneficial ownership of all such securities.
| Item 7-9 | Not Applicable |
| Item 10 | Certifications |
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, other than activities solely in connection with a nomination under § 240.14a-11.
LIST OF EXHIBITS
| Exhibit 99.1 – Joint Filing Agreement |
| CUSIP No. G6055H114 | 13G | Page 8 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 9, 2020
| SIQI Huang | ||
| By: | /s/ Siqi Huang | |
| Name: | Siqi Huang | |
| Title: | Self | |
| MLZ Investment Management Limited | ||
| By: | /s/ Siqi Huang | |
| Name: | Siqi Huang | |
| Title: | Director | |
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)
Meten EdtechX Education Group Ltd.
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 9, 2020.
| Siqi Huang | ||
| By: | /s/ Siqi Huang | |
| Name: | Siqi Huang | |
| Title: | Self | |
| MLZ Investment Management Limited | ||
| By: | /s/ Siqi Huang | |
| Name: | Siqi Huang | |
| Title: | Director | |