SecProbe.io

February 28, 2020
Siguang Peng
Chief Executive Officer
Meten EdtechX Education Group Ltd.
3rd Floor, Tower A, Tagen Knowledge & Innovation Center
2nd Shenyun West Road, Nanshan District
Shenzhen, Guangdong Province 518045, People's Republic of China
Re:Meten EdtechX Education Group Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed February 13, 2020
File No. 333-235859
Dear Mr. Peng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 7, 2020 letter.
Form F-4 Amendment No. 1 filed February 13, 2020
U.S. Holders
Tax Consequences of the Mergers, page 84
1.We note your revised disclosure that the parties intend for the transaction to be tax free
but that there is an absence of guidance on the issue. Given this uncertainty, and the lack
of clear disclosure as to your belief that the transaction is expected to be taxable, the tax
consequences to investors appear to be material.   Please revise your disclosure to state
that you cannot take the position that the transaction be treated, for U.S. federal income
tax purposes, as a non-taxable transaction because of an absence of guidance.
Alternatively, provide a tax opinion in support of your disclosure.

 FirstName LastNameSiguang Peng
 Comapany NameMeten EdtechX Education Group Ltd.
 February 28, 2020 Page 2
 FirstName LastName
Siguang Peng
Meten EdtechX Education Group Ltd.
February 28, 2020
Page 2
Meten's Management's Discussion and Analysis, page 154
2.Given the recent Coronavirus outbreak in China and other countries, please tell us whether
you expect the outbreak to have an impact on your revenues in your current or future
financial periods, and if so, disclose this in your filing.  In this regard, please disclose
whether or not you have closed any of your learning centers, as your risk factor disclosure
states this may be necessary.
            You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Mara Ransom,
Office Chief at 202-551-3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services