December 11, 2020

Via E-mail
Ning Zhang, Esq.
Morgan, Lewis & Bockius LLP
c/o Suites 1902-09, 19th Floor
Edinburgh Tower, The Landmark
15 Queen   s Road Central
Hong Kong

       Re:     Meten EdtechX Education Group Ltd.
               Schedule TO-I
               Filed December 7, 2020
               File No. 5-91479

Dear Mr. Zhang:

       We have reviewed the filing above and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the

       Please respond to this letter by amending the filing or by providing the
information. If you do not believe our comments apply to the Company   s facts
circumstances or do not believe an amendment is appropriate, please tell us why
in your

        After reviewing any amendment to the filing and the information you
provide in response
to these comments, we may have additional comments. All defined terms used in
this letter have
the same meaning as in the Offer to Exercise, unless otherwise indicated.

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 Please revise the disclosure accordingly.
 Ning Zhang, Esq.
Morgan, Lewis & Bockius LLP
December 11, 2020
Page 2

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).

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

4.     Paragraph (v) requires that holders of the Placement Warrants and the
       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 remind you that the Company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact me at (202) 551-3444 with any questions.


                                                             /s/ Perry Hindin

                                                             Perry Hindin
                                                             Special Counsel
                                                             Office of Mergers
and Acquisitions