SecProbe.io

CORRESP
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Ning
Zhang

Partner

+852.3551.8690

ning.zhang@morganlewis.com

December
16, 2020

Mr.
Perry Hindin

Special Counsel

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Meten
                                         EdtechX Education Group Ltd.

                                         Schedule TO-I

                                         Filed December 7, 2020

                                         File No. 5-91479

Dear
Mr. Hindin:

On
behalf of Meten EdtechX Education Group Ltd. (the “Company”), we respond as follows to the Staff’s comment letter,
dated December 11, 2020, relating to the above-captioned Schedule TO-I (“Schedule TO”). Please note that for the Staff’s
convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately
thereafter.

References
in this letter to the “Offer to Exercise” are to the Offer to Exercise included as Exhibit (a)(1)(B) to the Schedule
TO. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Offer to Exercise.

    Partners:

    Edwin
    Luk, June Chan, Connie Cheung, Keith Cheung*#,

    William
    Ho, Charles Mo, Billy Wong, and Yan Zeng

    Registered
    Foreign Lawyers:

    Eli
    Gao (New York), Maurice Hoo (California),

    Alice
    Huang (California), Mathew Lewis (New York),

    Suet-Fern
    Lim (Singapore), Louise Liu (New York),

    Christopher
    Wells (California), and Ning Zhang (New York)
    Suites
    1902-09, 19th Floor

    Edinburgh
    Tower, The Landmark

    *China-Appointed
    Attesting Officer
    15
    Queen's Road Central

    +852.3551.8500

    #Notary
    Public of Hong Kong
    Hong
    Kong

    +852.3006.4346

Mr.
Perry Hindin

December
16, 2020

Page
2

Offer
to Exercise

Section
1. Forward Looking Statements, page 53

 1. We
                                         note the disclosure in the third sentence of the first paragraph on page 53. We remind
                                         you that the safe harbor protections for forward-looking statements contained in the
                                         federal securities laws do not apply to statements made in connection with a tender offer.
                                         See Section 27A(b)(2)(C) of the Securities Act, Section 21E(b)(2)(C) of the Exchange
                                         Act and Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and
                                         Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available
                                         at www.sec.gov. Please revise the disclosure accordingly.

We
have revised the disclosure included in the Forward-Looking Statements section of the Offer to Purchase to delete reference to
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Section
6. Conditions to the Offer to Exercise, page 56

 2. Refer
                                         to paragraph (iii) of this section. Please clarify, if true, that you are referring to
                                         a U.S. state and not a non-U.S. jurisdiction. If you are referring to a non-U.S. jurisdiction,
                                         please advise us how you are complying with the all-holders provision in Exchange Act
                                         Rule 13e 4(f)(8)(i). We view Exchange Act Rule 13e 4(f)(9)(ii) as permitting the exclusion
                                         of only those Warrant holders residing in a U.S. state where the issuer is prohibited
                                         from making the tender offer pursuant to applicable law. If this language is intended
                                         to apply to Warrant holders located outside the United States, please note that the all-holders
                                         provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. as well as non-U.S.
                                         holders. Refer to the interpretive guidance in section II.G.1. of Exchange Act Release
                                         No. 58957 (October 8, 2008). Please either advise us as to how the Company is complying
                                         with the all-holders provision in Rule 13e-4(f)(8) or revise the disclosure here consistent
                                         with Rule 13e-4(f)(8).

Pursuant
to Rule 13e-4(f)(9)(ii), the application of Rule 13e-4(f)(8)(i) shall not “[p]rohibit an issuer of affiliate from making
a tender offer excluding all security holders in a state where the issuer or affiliate is prohibited from making the tender offer
by administrative or judicial action pursuant to a state statute after a good faith effort by the issuer or affiliate to comply
with such statute.” In order to clarify that the Company is referring only to excluding shareholders of the Company in a
U.S. state pursuant to Rule 13-4(f)(9)(ii), paragraph (iii) of the section entitled “Conditions on the Offer to Exercise”
on page 56 of the Offer to Exercise will be amended to replace “jurisdiction” with “state” in all places.
The revised paragraph read as follows: “In addition, we are not making this Offer to Exercise to, nor will we accept any
Election to Participate and Exercise Warrants from or on behalf of, Warrant holders in any state where the Company is prohibited
from making the Offer to Exercise by administrative or judicial action pursuant to a state statute after a good faith effort by
the Company to comply with such statute.”

 3. Please
                                         advise how paragraph (iv) constitutes a condition to the Offer to Exercise. It appears
                                         that Warrant holders electing to exercise their Warrants following the procedures described
                                         in the Offer to Exercise is analogous to holders in a cash tender offer tendering their
                                         securities. In addition, it is unclear why paragraph (iv) is necessary given paragraph
                                         (ii).

We
have revised the disclosure to remove paragraph (iv).

Mr.
Perry Hindin

December
16, 2020

Page
3

 4. Paragraph
                                         (v) requires that holders of the Placement Warrants and the Post-Merger Warrants complete
                                         the Accredited Investor Questionnaire. This language suggests that the Offer to Exercise
                                         is limited to persons who are accredited investors. Please provide an analysis as to
                                         how limiting the offer to persons who are accredited investors complies with Exchange
                                         Act Rule 13e-4(f)(8)(i) which requires that the offer be open to all security holders.

We
note the Staff’s comments and respectfully advise that Staff that the offer is open to all holders of Warrants in compliance
with Rule 13e-4(f)(8)(i).

The
Company previously registered the exercise of the IPO Warrants and the exercise of the Placement Warrants and Post-Merger Warrants
if they are held by anyone other than the original holders or their affiliates on Form F-1 (Registration No. 333-240081). However,
the initial issuance and exercise of the Placement Warrants and Post-Merger Warrants by the original holders of such warrants
has not been registered. As such, the Company intends to rely on Section 4(a)(2) of the Securities Act for an exemption of the
Offer to Exercise and the issuance of the underlying ordinary shares to the original holders of the Placement Warrants and Post-Merger
Warrants. Based on their prior representations, the Company anticipates that each of the holders of Placement Warrants and Post-Merger
Warrants are accredited investors, and that said Offer to Exercise will qualify for an exemption from registration under the Securities
Act. Further, the Company does not anticipate that any holder of Placement Warrants or Post-Merger Warrants who desires to participate
in the Offer to Exercise will fail to continue to qualify as an accredited investor. However, the Company will not accept any
Election to Participate and Exercise Warrant from or on behalf of, any Placement Warrant or Post-Merger Warrant holders if the
Company determines that a valid exemption from registration of all the securities to be issued pursuant to the Offer to Exercise
for the Placement Warrants or Post-Merger Warrants is not available under the Securities Act and therefore the Company may not
consummate the transactions contemplated by the Offer to Exercise in such case. Accordingly, the Offer to Exercise is not limited
to accredited investors.

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Ning Zhang

    Ning
    Zhang

EDC