Основная статистика
| CIK | 1796514 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BTC Digital Ltd.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 25, 2025 |
BTC DIGITAL LTD. 2025 Extraordinary GENERAL MEETING Results Exhibit 99.1 BTC DIGITAL LTD. 2025 Extraordinary GENERAL MEETING Results On August 22, 2025, BTC Digital Ltd. (the “Company”) held its 2025 Extraordinary General Meeting (the “Meeting”). The following are the voting results for the proposals considered and voted upon at the Meeting: Proposal 1 Approval of an Increase in the Company’s Authorized Share Capital Approval of an increase in the Company’ |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the reg |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 5, 2025 |
Exhibit 99.1 BTC Digital Ltd. Reminds Shareholders to Vote at Extraordinary General Meeting Postponed to August 22, 2025 ● Votes Received to Date are Overwhelmingly in Favor of the Company’s Proposals ● More Votes Are Needed to Reach the Quorum Required to Hold the Meeting ● Every Vote Is Important to Avoid Further Delays and Additional Solicitation Costs ● All Holders as of June 27, 2025 are Elig |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the reg |
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| August 4, 2025 |
CORRECTION: BTC Digital Ltd. Postponed Extraordinary General Meeting to August 22, 2025 Exhibit 99.1 CORRECTION: BTC Digital Ltd. Postponed Extraordinary General Meeting to August 22, 2025 In the news release, BTC Digital Ltd. Postponed Extraordinary General Meeting to August 22, 2025, issued 04-Aug-2025 by BTC Digital Ltd. over PR Newswire, we are advised by the company that the original 2nd paragraph, 1st sentence, should be deleted. The complete, corrected release follows: SINGAPO |
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| August 4, 2025 |
BTC Digital Ltd. Postponed Extraordinary General Meeting to August 22, 2025 Exhibit 99.2 BTC Digital Ltd. Postponed Extraordinary General Meeting to August 22, 2025 SINGAPORE, August 4, 2025 – BTC Digital Ltd. (Nasdaq: BTCT) (the “Company”) announced today that its previously announced extraordinary general meeting (the “Meeting”), originally scheduled for Monday, July 21, 2025, and adjourned to Monday, August 4, 2025, has been further postponed to August 22, 2025, at 9:3 |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the reg |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 21, 2025 |
BTC Digital Ltd. Adjourned Extraordinary General Meeting to August 4, 2025 Exhibit 99.1 BTC Digital Ltd. Adjourned Extraordinary General Meeting to August 4, 2025 SINGAPORE, July 21, 2025 – BTC Digital Ltd. (Nasdaq: BTCT) (the “Company”) announced today that its previously announced extraordinary general meeting (the “Meeting”), originally scheduled for Monday, July 21, 2025, at 9:30 a.m. Eastern Time, has been adjourned to Monday, August 4, 2025, at 9:30 a.m. Eastern Ti |
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| July 21, 2025 |
Exhibit 99.1 BTC Digital Expands Ethereum Strategic Reserve with $5 Million ETH Acquisition; Holdings Reach 2,135 ETH SINGAPORE, July 21, 2025 /PR Newswire/ – BTC Digital Ltd. (“BTCT” or the “Company”) (NASDAQ: BTCT), a leading blockchain technology company, today announced it has further advanced its Ethereum(ETH) strategic reserve with a new $5 million purchase of ETH. As of the date of this rel |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 16, 2025 |
BTC Digital Ltd. Announces Closing of $6.0 Million Registered Direct Offering Exhibit 99.1 BTC Digital Ltd. Announces Closing of $6.0 Million Registered Direct Offering SINGAPORE, JULY 16, 2025 (GLOBE NEWSWIRE) - BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced the closing of the previously announced registered direct offering with institutional investors of approximately $6.0 million of the Company’s Ordinary Shares at a pri |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 16, 2025 |
BTC DIGITAL LTD. 2,000,000 Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-283367 PROSPECTUS SUPPLEMENT (To Preliminary Prospectus dated November 20, 2024) BTC DIGITAL LTD. 2,000,000 Ordinary Shares We are offering 2,000,000 of our ordinary shares, par value US$0.06 per share (“Ordinary Shares”), directly to certain institutional investors pursuant to this prospectus supplement (the “Investors”), the accompanying pros |
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| July 15, 2025 |
BTC Digital Ltd. Announces $6.0 Million Registered Direct Offering Exhibit 99.1 BTC Digital Ltd. Announces $6.0 Million Registered Direct Offering SINGAPORE, JULY 15, 2025 (GLOBE NEWSWIRE) - BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced that it has entered into definitive agreements in a registered direct offering with institutional investors for the purchase and sale of approximately $6.0 million of the Company |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 15, 2025 |
Exhibit 99.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 15, 2025, between BTC Digital Ltd., a Cayman Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and |
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| July 15, 2025 |
Subject to completion, dated July 15, 2025 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| July 15, 2025 |
Exhibit 99.2 July 15, 2025 PERSONAL AND CONFIDENTIAL Mr. Siguang Peng, Chief Executive Officer BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 Re: BTCT | Registered Direct Shelf Takedown | Placement Agent Agreement Dear Mr. Peng: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement a |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 14, 2025 |
Exhibit 99.1 BTC Digital Completes $1 Million Bitcoin Strategic Reserve, Sets Sights on $10 Million+ Total Crypto Reserves by Year-End SINGAPORE, July 14, 2025 /PR Newswire/ – BTC Digital Ltd. (“BTCT” or the “Company”) (NASDAQ: BTCT), a leading blockchain technology company, today announced the formal launch of its strategic Bitcoin (BTC) and Ethereum (ETH) reserve program, designed to capture the |
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| July 11, 2025 |
BTCT Announces Completion of $1 Million Ethereum Strategic Reserve Exhibit 99.1 BTCT Announces Completion of $1 Million Ethereum Strategic Reserve SINGAPORE, July 11, 2025 /PR Newswire/ – BTC Digital Ltd. (“BTCT” or the “Company”) (NASDAQ: BTCT), a leading blockchain technology company, today announced that it has established a strategic reserve of $1 million in Ethereum (ETH). This milestone marks the first phase of BTCT’s broader initiative to deepen its exposu |
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| July 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| July 10, 2025 |
Exhibit 99.1 BTC Digital Ltd. Announces Major Milestone on Georgia 20 MW Mining Project and Introduces Advanced Liquid-Cooling Technology for the First Time SINGAPORE, July 8, 2025 /PR Newswire/ – BTC Digital Ltd. (“BTCT” or the “Company”) (NASDAQ: BTCT), a leading blockchain technology company, today announced that its 20 MW large-scale cryptocurrency mining project in Georgia has reached a signi |
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| July 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regis |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 8, 2025 |
As filed with the Securities and Exchange Commission on May 8, 2025. As filed with the Securities and Exchange Commission on May 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTC Digital Ltd. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Orga |
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| May 8, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) BTC Digital Ltd. |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39258 BTC Digital Ltd. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive office) Indicate by check mark whether the regist |
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| May 7, 2025 |
Exhibit 99.1 BTC Digital Ltd. Announces Successful Acquisition of 62-Acre Property in Vienna, Dooly County, Georgia for Cryptocurrency Mining Expansion Singapore, May 5, 2025 / PR Newswire / — Blockchain technology company BTC Digital Ltd. (“BTCT” or the “Company”) (NASDAQ: BTCT) today announced announced the successful acquisition of a 62-acre property in Vienna, Dooly County, Georgia, including |
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| April 30, 2025 |
Exhibit 4.17 DATED 2023 - 12 - 10 FUTURE SALES AND PURCHASE AGREEMENT BETWEEN BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and Meten Block Chain LLC (“PURCHASER”) BM Ref: USDE - XS - 00120231210006 [***] Certain information in this document has been excluded pursuant to Regulation S - K, Item (601)(b)(10). Such excluded information is not material and private. V3.1.20221230(US) Pages 1 of 26 |
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| April 30, 2025 |
Exhibit 13.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of BTC Digital Ltd. (the “Company”) for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siguang Peng, as Chief Ex |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| April 30, 2025 |
Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yupeng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of BTC Digital Ltd. for the period ended December 31, 2024; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary |
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| April 30, 2025 |
Exhibit 13.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 20-F of BTC Digital Ltd. (the “Company”) for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yupeng Guo, as Acting Chi |
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| April 30, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM We hereby consent to the use in this Annual Report on Form 20-F of BTC Digital Ltd. (the “Company”) of our report dated April 30, 2025, relating to the financial statements of the Company. /s/ Audit Alliance LLP Singapore April 30, 2025 |
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| April 30, 2025 |
Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siguang Peng, certify that: 1. I have reviewed this annual report on Form 20-F of BTC Digital Ltd. for the period ended December 31, 2024; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessa |
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| March 31, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) BTC Digital Ltd. |
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| March 31, 2025 |
As filed with the Securities and Exchange Commission on March 31, 2025. As filed with the Securities and Exchange Commission on March 31, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTC Digital Ltd. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or O |
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| March 28, 2025 |
BTC Digital Ltd. 2020 SHARE INCENTIVE PLAN As Amended and Restated effective as of March 26, 2025 Exhibit 99.1 BTC Digital Ltd. 2020 SHARE INCENTIVE PLAN As Amended and Restated effective as of March 26, 2025 1. Purposes of the Plan. The purposes of this 2020 Share Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. T |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal executive |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 Commission File Number: 001-39258 BTC Digital Ltd. (Translation of registrant’s name into English) 61 Robinson Road Level 6 & 7 #738, Singapore 068893 (Address of principal execut |
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| January 16, 2025 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) 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 unders |
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| December 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2024 (December 11, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File |
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| December 12, 2024 |
BTC Digital Ltd. Announces Exercise of Over-Allotment Option in Public Offering Exhibit 99.1 BTC Digital Ltd. Announces Exercise of Over-Allotment Option in Public Offering SINGAPORE, DECEMBER 12, 2024 (GLOBE NEWSWIRE) - BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced that the underwriter of its previously announced public offering of common stock has exercised its option to purchase an additional 228,853 Ordinary Shares at th |
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| December 9, 2024 |
UNDERWRITING AGREEMENT December 6, 2024 Exhibit 1.1 UNDERWRITING AGREEMENT December 6, 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: BTC Digital Ltd., a Cayman Islands exempted company (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 2,500,000 of the Co |
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| December 9, 2024 |
FIRST AMENDMENT TO UNDERWRITING AGREEMENT Exhibit 99.1 FIRST AMENDMENT TO UNDERWRITING AGREEMENT THIS FIRST AMENDMENT (“First Amendment”) to the Underwriting Agreement dated December 6, 2024 (the “Underwriting Agreement”) is made as of the 9th day of December, 2024, by and between BTC Digital Ltd. and Aegis Capital Corp. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Ag |
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| December 9, 2024 |
BTC Digital Ltd. Announces Closing of $20.0 Million Underwritten Public Offering Exhibit 99.4 BTC Digital Ltd. Announces Closing of $20.0 Million Underwritten Public Offering SINGAPORE, DECEMBER 9, 2024 (GLOBE NEWSWIRE) — BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced the closing of its previously announced firm commitment underwritten public offering. Gross proceeds to the Company were approximately $20.0 million, before dedu |
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| December 9, 2024 |
REGISTERED PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES BTC DIGITAL LTD. Exhibit 4.1 REGISTERED PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES BTC DIGITAL LTD. Warrant Shares: [●] Initial Exercise Date: December 6, 2024 Issuance Date: December 9, 2024 THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the cond |
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| December 9, 2024 |
BTC Digital Ltd. Announces Launch of Proposed Underwritten Public Offering Exhibit 99.2 BTC Digital Ltd. Announces Launch of Proposed Underwritten Public Offering SINGAPORE, DECEMBER 5, 2024 (GLOBE NEWSWIRE) - BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced that it has commenced a public offering to offer and sell Ordinary Shares (or pre-funded warrants in lieu thereof). The Company intends to use the net proceeds from th |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 (December 5, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File Nu |
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| December 9, 2024 |
BTC Digital Ltd. Announces Pricing of $20.0 Million Underwritten Public Offering Exhibit 99.3 BTC Digital Ltd. Announces Pricing of $20.0 Million Underwritten Public Offering SINGAPORE, DECEMBER 6 2024 (PR NEWSWIRE) - BTC Digital Ltd. (NASDAQ: BTCT) (the “Company”), a blockchain technology company, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $20.0 million, before deducting underwr |
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| December 9, 2024 |
BTC DIGITAL LTD. 880,000 Ordinary Shares Pre-Funded Warrants to purchase 1,620,000 ordinary shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-283367 PROSPECTUS SUPPLEMENT (To Preliminary Prospectus dated November 20, 2024) BTC DIGITAL LTD. 880,000 Ordinary Shares Pre-Funded Warrants to purchase 1,620,000 ordinary shares We are offering 880,000 of our ordinary shares, par value US$0.06 per share (“Ordinary Shares”) and pre-funded warrants (“Pre-funded Warrants”) to purchase 1,620,000 |
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| December 6, 2024 |
Subject to completion, dated December 6, 2024 Filed Pursuant to Rule 424(b)(5) Registration No. 333-283367 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not |
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| December 4, 2024 |
BTC DIGITAL LTD. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 BTC DIGITAL LTD. 61 Robinson Road Level 6 & 7 #738, Singapore 068893 VIA EDGAR December 4, 2024 Mr. Nolan McWilliams Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: BTC Digital Ltd. Registration Statement on Form S-3 (File No. 333-283367) Request for Acceleration of Effectiveness Dear Mr. McWilliams: In |
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| November 20, 2024 |
As filed with the Securities and Exchange Commission on November 20, 2024 As filed with the Securities and Exchange Commission on November 20, 2024 Registration No. |
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| November 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BTC DIGITAL LTD. |
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| November 15, 2024 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2024 (November 13, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File |
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| November 15, 2024 |
FORM OF ORDINARY SHARE PURCHASE WARRANT BTC Digital Ltd. Exhibit 99.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 15, 2024 |
BTC Digital Ltd. Announces Signing of Bitcoin Miner Equipment Hosting Agreement Exhibit 99.3 BTC Digital Ltd. Announces Signing of Bitcoin Miner Equipment Hosting Agreement SHENZHEN, China, November 13, 2024 / PR Newswire / — Blockchain technology company BTC Digital Ltd. ( “BTC Digital” or “the Company”) (NASDAQ: BTCT) today announced that the company has signed a Bitcoin miner equipment hosting agreement with Recte Technologies Company Limited, a digital asset management ad |
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| November 15, 2024 |
Exhibit 99.2 EXERCISE NOTICE TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK BTC DIGITAL LTD The undersigned holder hereby exercises the right to purchase 115,289 shares of Common Stock (“Warrant Shares”) of BTC DIGITAL LTD evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined sh |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39258 BTC Digital Ltd. (Exac |
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| September 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2024 (September 6, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File |
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| September 11, 2024 |
Equity Transfer Agreement dated September 6, 2024 Exhibit 10.1 Equity Transfer Agreement Party A (Transferee): BTC Digital Ltd. Legal Representative: Siguang Peng Address: Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY101111, Cayman Islands Party B (Transferor) Party B1: Vermilion Bird Holding Group Limited Legal Representative: Zhijun Liu Address: Room 2303, Building T1, Fangda Cheng, Nanshan District, Shenzhen Party B 2: ZX Invest |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2024 (August 16, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File Numb |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39258 BTC Digital Ltd. (Exact nam |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| July 3, 2024 |
Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among MINE CRYPTO PRO INC., and METEN SERVICE USA CORP., and BTC DIGITAL LTD. da t ed as of June 28, 2024 MEMBERSHIP INTEREST PURCHASE AGREEMENT Th i s Membersh ip In t eres t Purchase A g reemen t (t h i s "A g reemen t"), da t ed as o f J une 28 , 2024 , i s en t ered i n t o b y and amon g MINE CRYPTO PRO INC . , a Texas co rp ora ti on |
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| July 3, 2024 |
BTC Digital Ltd. Announces Strategic Acquisition of Arkansas-Based Mining Facility Exhibit 99.1 BTC Digital Ltd. Announces Strategic Acquisition of Arkansas-Based Mining Facility Shenzhen, July 3, 2024 /PRNewswire/-BTC Digital Ltd. (“BTC Digital” or the “Company”) today announced the signing of a significant acquisition agreement, marking the successful purchase of an Arkansas-registered company. This acquisition includes a Bitcoin mining facility in Arkansas equipped with a 6MV |
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| July 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 3, 2024 (June 28, 2024). BTC DIGITAL LTD. (Exact name of Company as specified in its charter) Cayman Islands 001-39258 N/A (State or other jurisdiction (Commission File Number) ( |
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| July 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39258 BTC Digital Ltd. (Exact na |
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| April 15, 2024 |
Sales and Purchase Agreement Between BITMAIN TECHNOLOGIES DELAWARE LIMITED and Meten Block Chain LLC Exhibit 10.9 DATED 2023-12-10 FUTURE SALES AND PURCHASE AGREEMENT BETWEEN BITMAIN TECHNOLOGIES DELAWARE LIMITED (“BITMAIN”) and Meten Block Chain LLC (“PURCHASER”) Pages 1 of 26 THIS AGREEMENT (the “Agreement”) is made on 2023-12-10. BETWEEN: (1) BITMAIN TECHNOLOGIES DELAWARE LIMITED, a company incorporated under the laws of the State of Delaware, the United States (File Number: 6096946)(“BITMAIN” |
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| April 15, 2024 |
Secretary’s Certificates certifying the change of the Company’s name and the Share Consolidation Exhibit 3.2 SECRETARY’S CERTIFICATE OF Meten Holding Group Ltd. Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands We, Conyers Trust Company (Cayman) Limited, Secretary of Meten Holding Group Ltd. (the “Company”), DO HEREBY CERTIFY that the following is a Special Resolution passed by the Members of the Company at the Annual General Meeting held on 10th August 2023, a |
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| April 15, 2024 |
Form of Employment Agreement between the Company and its executive officers Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this (the “Effective Date”), by and between BTC Digital Ltd., a company incorporated and existing under the laws of the Cayman Islands (the “Company” and, together with all of its subsidiaries, collectively referred to as the “Company Group”), and , an individual (the “Executive”). RECITALS THE |
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| April 15, 2024 |
English Translation of Asset Purchase Agreement dated October 5, 2023 Exhibit 10.15 Asset Transfer Agreement Party A (transferee): BTC Digital Ltd. Address: Cricket Square, Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands. Party B (transferer) A: Siguang Peng Nationality: People’s Republic of China, ID number: [REDACTED] B-1: Chang’an Fan Nationality: People’s Republic of China, ID number: [REDACTED] B-2: Leguang Xie Nationality: People’s Republic |
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| April 15, 2024 |
Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (“Code”) embodies BTC Digital Ltd. (the “Company”)’s commitment to customers, suppliers, and the public. For that reason, the Company expects its directors, officers and employees to share the commitment to comply with all the provisions of the Code and the spirit in which it is intended. This Code describes |
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| April 15, 2024 |
Specimen Ordinary Shares Certificate, as currently effective Exhibit 4.2 Share Certificate Certificate Number Number of Shares BTC Digital Ltd. Incorporated in the Cayman Islands under the Companies Law (as Revised) Authorized Share Capital is US$1,500,000 divided into 25,000,000 Ordinary Shares of a nominal or par value of US$0.06 each. This certifies that [Name] of [Address] is the registered holder of [Number] Ordinary Shares fully paid and non-assessabl |
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| April 15, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION In accordance with the applicable rules of the Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of BTC Digital Ltd. (the “Company”) has adopted this Policy (the “Policy”) to provide |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39258 BTC Digital Ltd. (Exact name of |
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| April 15, 2024 |
Form of Indemnification Agreement with our directors and executive officers Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between BTC Digital Ltd., an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company. WHEREAS, the Indemnitee has agreed to serve as a director and/or executive of the Company and in su |
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| April 15, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of BTC Digital Ltd. Name of Subsidiary Jurisdiction of Organization Meten International Education Group Cayman Islands Meta Path Investing Holding Company Cayman Islands Meten Service USA Corp. California EdtechX Holdings Acquisition Corp. Delaware Met Chain Investing Holding Company Ltd British Virgin Islands METEN BLOCK CHAIN LLC Delaware Meten Education Investment Limi |
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| April 15, 2024 |
Exhibit 4.1 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) Ordinary shares of BTC Digital Ltd. (“we,” “our,” “our company,” or “us”) are listed and traded on the Nasdaq Capital Market under the ticker symbol “BTCT” and are registered under Section 12(b) of the Exchange Act. In addition, our warrants are quot |
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| April 15, 2024 |
Insider Trading Policies and Procedures Exhibit 19.1 INSIDER TRADING POLICY PURPOSE BTC Digital Ltd. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers and employees comply with insider trading laws, to prevent even the appearance of improper insider trading and to promote compliance with the Company’s obligation to publicly disclose information related to its insider trading policies |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| March 13, 2024 |
Exhibit 10.1 Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.1 because the registrant customarily and actually treats such information as private or confidential, and it i |
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| March 13, 2024 |
Security Agreement, dated March 9, 2024, by and between Meten and Alpha Plotter, LLC. Exhibit 10.2 Pursuant to Item 601(b)(10)(iv) of Regulation S-K of the Securities Act of 1933, as amended, certain information has been excluded from this Exhibit 10.1 by removing the excluded text and inserting “[****]” in its place. Such information has been excluded from this Exhibit 10.2 because the registrant customarily and actually treats such information as private or confidential, and it i |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 (March 9, 2024) BTC Digital Ltd. |
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| March 13, 2024 |
BTC Digital Ltd. Announces Acquisition of Mining Facility in North Carolina Exhibit 99.1 BTC Digital Ltd. Announces Acquisition of Mining Facility in North Carolina Greenville, N.C.,, March 12, 2024 /PRNewswire/ - BTC Digital Ltd.(” BTC Digital” or the “Company”) (NASDAQ: METX), a blockchain technology company, today announced the signing of a significant acquisition agreement. The company is set to acquire a BTC mining facility located in North Carolina, equipped with a |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001- 39258 BTC Digital Ltd. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Sheny |
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| January 19, 2024 |
Specimen Ordinary Share Certificate of the Registrant Exhibit 4.2 Share Certificate Certificate Number Number of Shares BTC Digital Ltd. Incorporated in the Cayman Islands under the Companies Law (as Revised) Authorized Share Capital is US$1,500,000 divided into 25,000,000 Ordinary Shares of a nominal or par value of US$0.06 each. This certifies that [Name] of [Address] is the registered holder of [Number] Ordinary Shares fully paid and non-assessabl |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 BTC Digital Ltd. |
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| January 19, 2024 |
As filed with the Securities and Exchange Commission on January 19, 2024. As filed with the Securities and Exchange Commission on January 19, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTC Digital Ltd. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or |
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| January 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) BTC Digital Ltd. |
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| January 19, 2024 |
Amended and Restated Memorandum and Articles of Association of the Registrant Currently In Effect Exhibit 4.1 THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Meten EdtechX Education Group Ltd. (Adopted by special resolution passed on March 5, 2020 and effective on March 30, 2020) 1. The name of the Company is Meten EdtechX Education Group Ltd.. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman |
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| December 29, 2023 |
BTC Digital Ltd. 2020 SHARE INCENTIVE PLAN As Amended and Restated effective as of December 22, 2023 Exhibit 99.1 BTC Digital Ltd. 2020 SHARE INCENTIVE PLAN As Amended and Restated effective as of December 22, 2023 1. Purposes of the Plan. The purposes of this 2020 Share Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001- 39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, N |
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| December 26, 2023 |
Exhibit 99.1 BTC Digital Ltd. Announces Entry into Share Subscription Agreements in Connection with Private Placement of Ordinary Shares SHENZHEN, China, December 26, 2023 /PRNewswire/ - BTC Digital Ltd. (“BTC Digital” or the “Company”) (NASDAQ: BTCT), a cryptocurrency mining company, today announced that it has entered into subscription agreements (the “Subscription Agreements”) with three indivi |
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| December 26, 2023 |
Form of Subscription Agreement Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国 1933 年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001- 39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, N |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001- 39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, N |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-39258 BTC Digital Ltd. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Na |
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| November 29, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in exhibit 99.2 to the Form 6-K to which this document forms a part. In addition to historical consolidated |
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| November 29, 2023 |
Exhibit 99.2 TABLE OF CONTENTS PAGE(S) Unaudited Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023 2-3 Unaudited Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2022 and 2023 4 Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2022 and 2023 5 Unaudited Consolidated Statements of |
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| September 12, 2023 |
BTC Digital Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 BTC Digital Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement SHENZHEN, China, September 11, 2023 /PRNewswire/ - BTC Digital Ltd. (" BTC Digital" or the "Company") (NASDAQ: METX), a blockchain technology company, today announced that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") on September 8, 2023, notifying |
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| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001- 39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001- 39258 BTC Digital Ltd. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nan |
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| August 23, 2023 |
BTC Digital Ltd. Announces Share Consolidation Exhibit 99.1 BTC Digital Ltd. Announces Share Consolidation SHENZHEN, China, August 23, 2023 /PRNewswire/ - BTC Digital Ltd. (“BTC Digital” or the “Company”) (NASDAQ: METX), a blockchain technology company, today announced that the Company plans to effect a share consolidation of twenty (20) ordinary shares with par value of $0.003 per share each in the Company’s issued and unissued share capital |
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| August 17, 2023 |
Meten Holding Group Ltd. Announces Name Change to BTC Digital Ltd. Exhibit 99.1 Meten Holding Group Ltd. Announces Name Change to BTC Digital Ltd. SHENZHEN, China, August 17, 2023 /PRNewswire/ - Meten Holding Group Ltd. (“Meten Holding Group” or the “Company”) (NASDAQ: METX), a blockchain technology company, today announced that effective on August 11, 2023, the Company changed its name to “BTC Digital Ltd.” The Company’s new name will be reflected on the Nasdaq |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001- 39258 BTC DIGITAL LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nan |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West R |
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| August 7, 2023 |
Exhibit 10.2 THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE O |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West R |
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| August 7, 2023 |
Exhibit 99.1 Meten Holding Group Ltd. Announces Entry into Share Subscription Agreements in Connection with Private Placement of Ordinary Shares SHENZHEN, China, August 7, 2023 /PRNewswire/ - Meten Holding Group Ltd. (“Meten Holding Group” or the “Company”) (NASDAQ: METX), a cryptocurrency mining company, today announced that it has entered into subscription agreements (the “Subscription Agreement |
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| August 7, 2023 |
Subscription Agreement entered into by and between the Company and FU Qinyun, dated August 1, 2023 Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT (THIS "AGREEMENT") RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。 NONE O |
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| July 24, 2023 |
Exhibit 99.2 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail METEN HOLDINGGROUP LTD. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time,o |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| July 24, 2023 |
Exhibit 99.1 Meten Holding Group Ltd. (incorporated in the Cayman Islands with limited liability) (Nasdaq: METX) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS August 10, 2023 9:30 a.m., Eastern Time 3rd Floor, Times Fortune Building 88 Fuhua 3rd Road, Futian District Shenzhen City, Guangdong Province People’s Republic of China NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| July 14, 2023 |
Exhibit 10.1 Amendment No. 1 to the Asset Transfer Agreement Party A (transferee): Meten Holding Group Ltd. Address: Cricket Square, Hutchins Drive P.O.Box 2681 Grand Cayman KY1-1111 Cayman Islands. Party B (transferer) A: Jianyu Guo Nationality: People’s Republic of China, ID number: B: Tianying Zheng Nationality: People’s Republic of China, ID number: Party A and Party B have signed the Asset Tr |
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| July 14, 2023 |
Exhibit 99.1 Meten Holding Group Ltd. Announces Purchase of 200 Units of Antminer S19j Pro Bitcoin Mining Machines SHENZHEN, China, July 13, 2023 /PRNewswire/ - Meten Holding Group Ltd. (“Meten Holding Group” or the “Company”) (NASDAQ: METX), a blockchain technology company, today announced that it has entered into an asset purchase agreement with two unaffiliated third parties to acquire 200 unit |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| June 8, 2023 |
Exhibit 10.1 Asset Transfer Agreement Party A (transferee): Meten Holding Group Ltd. Address: Cricket Square, Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands. Party B (transferer) A: Jianyu Guo Nationality: People’s Republic of China, ID number: [REDACTED] B: Tianying Zheng Nationality: People’s Republic of China, ID number: [REDACTED] A (hereinafter referred to as “Party A”) in |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| April 10, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) METEN HOLDING GROUP LTD. |
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| April 10, 2023 |
As filed with the Securities and Exchange Commission on April 10, 2023. As filed with the Securities and Exchange Commission on April 10, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEN HOLDING GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporat |
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| March 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Ro |
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| March 15, 2023 |
Exhibit 4.12 |
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| March 15, 2023 |
Exhibit 4.10 Hosting Agreement This Hosting Agreement (“Agreement”) is entered into and will become effective on Jan 11th, 2022 (the “Effective Date”) by Exponential Digital, Inc., a Delaware corporation (“ED”), with registered business address at 589 Howard Street, Suite 100, San Francisco, CA, 94105; and Meten Service USA Corp, a limited company (“Customer”) with registered address at 300 SPECTR |
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| March 15, 2023 |
Exhibit 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meten Holding Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Siguang Peng, Chief Executive Officer of the Company, ce |
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| March 15, 2023 |
Exhibit 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meten Holding Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Yupeng Guo, Acting Chief Financial Officer of the Compan |
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| March 15, 2023 |
Exhibit 4.11 Hashing Power Lease Contract Party A (Lessor): Meten Holding Group Ltd. Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands Party B (Lessee): Lobo Group Limited Unit B, 15/F, One Capital Place, 18 Luard Road, Wan Chai, Hong Kong Based on the principle of equity and mutual benefit, Party A and Party B reach the following agreement on the matter that Party |
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| March 15, 2023 |
Exhibit 15.1 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 Website: www.allianceaudit.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-248883, File No.333-251806, Fi |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| March 15, 2023 |
Exhibit 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siguang Peng, certify that: 1. I have reviewed this annual report on Form 20-F of Meten Holding Group Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| March 15, 2023 |
Exhibit 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yupeng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Meten Holding Group Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| December 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on December 15, 2022. As filed with the U.S. Securities and Exchange Commission on December 15, 2022. Registration No. 333-267314 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEN HOLDING GROUP LTD. (Exact name of registrant as specified in its charter) Cayman Islands 8200 Not Applicable (State or other juris |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| November 30, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this report. In addition to historical consolidated financial information, the following discussion conta |
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| November 30, 2022 |
Exhibit 99.2 TABLE OF CONTENTS PAGE(S) Unaudited Consolidated Balance Sheets as of December 31, 2021 and June 30, 2022 1-4 Unaudited Consolidated Statements of Operations and Comprehensive Income/(Loss) for the six months ended June 30, 2021 and 2022 5 Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2021 and 2022 6 Unaudited Consolidated State |
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| November 18, 2022 |
Exhibit 10.1 Equity Transfer Agreement Party A (Transferee): Meten Holding Group Ltd. Legal Representative: Address: Contact Person: Telephone: Email: Party B (Transferor) Party B1: Vermilion Bird Holding Group Limited Legal Representative: Address: Contact Person: Telephone: Email: Party B 2: ZX Investment Group Limited Legal Representative: Address: Contact Person: Telephone: Email: Party B 3: L |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| October 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| October 19, 2022 |
Draft of Equity Transfer Agreement Exhibit 10.1 Equity Transfer Agreement Party A (Transferee): Meten Holding Group Ltd. Legal Representative: Address: Contact Person: Telephone: Email: Party B (Transferor) Party B1: Vermilion Bird Holding Group Limited Legal Representative: Address: Contact Person: Telephone: Email: Party B 2: ZX Investment Group Limited Legal Representative: Address: Contact Person: Telephone: Email: Party B 3: L |
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| September 21, 2022 |
As filed with the Securities and Exchange Commission on September 21, 2022. As filed with the Securities and Exchange Commission on September 21, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEN HOLDING GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorp |
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| September 21, 2022 |
Exhibit 107 Calculation of Filing Fee Tables ???????????S-8???????? (Form Type) ????????????????METEN HOLDING GROUP LTD. |
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| September 21, 2022 |
Exhibit 10.1 METEN EDTECHX EDUCATION GROUP LTD. 2020 SHARE INCENTIVE PLAN As Amended and Restated effective as of May 15, 2022 1. Purposes of the Plan. The purposes of this 2020 Share Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Compa |
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| September 20, 2022 |
Meten Holding Group Ltd. Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 Meten Holding Group Ltd. Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency SHENZHEN, China, September 20, 2022 /PR NEWSWIRE/ - Meten Holding Group Ltd. (?Meten Holding Group? or the ?Company?) (Nasdaq: METX), an omnichannel training company headquartered in China providing language and workplace training services and actively developing metaverse, blockchain and cryp |
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| September 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| September 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 7, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEN HOLDING GROUP LTD. (Exact name of registrant as specified in its charter) Cayman Islands 8200 Not Applicable (State or other jurisdiction of incorporation |
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| September 7, 2022 |
Calculation of Registration Fees Exhibit 107 Calculation of Filing Fee Tables ???????????F-1????????? (Form Type) ????????????????METEN HOLDING GROUP LTD. |
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| August 11, 2022 |
Form of Pre-Funded Warrant (Registered Offering) Exhibit 10.6 PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT METEN HOLDING GROUP LTD. Warrant Shares: [?] August 8, 2022 THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, [?] or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 8, 202 |
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| August 11, 2022 |
Exhibit 10.1 AEGIS CAPITAL CORP. August 4, 2022 PERSONAL AND CONFIDENTIAL Si Guang Peng, Chief Executive Officer Meten Holding Group Ltd. 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518000 People?s Republic of China Re: Registered Direct and Private Placement Dear Mr. Peng: The purpose of this placement agent agreement |
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| August 11, 2022 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Ro |
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| August 11, 2022 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman Islands company (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and condit |
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| August 11, 2022 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 4, 2022, between Meten Holding Group Ltd., a Cayman Islands company (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and condit |
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| August 11, 2022 |
Exhibit 99.2 Meten Holding Group Ltd. Announces Closing of $7.5 Million Registered Direct and Private Placement Offerings SHENZHEN, China, Aug. 8, 2022 /PRNewswire/ - Meten Holding Group Ltd. ("METX" or the "Company") (Nasdaq: METX), an omnichannel training company headquartered in China providing language and workplace training services and actively developing metaverse, blockchain and cryptocurr |
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| August 11, 2022 |
Meten Holding Group Ltd. Announces $7.5 Million Registered Direct and Private Placement Exhibit 99.1 Meten Holding Group Ltd. Announces $7.5 Million Registered Direct and Private Placement SHENZHEN, China, August 4, 2022 /PRNewswire/ - Meten Holding Group Ltd. ("METX" or the "Company") (Nasdaq: METX), an omnichannel training company headquartered in China providing language and workplace training services and actively developing metaverse, blockchain and cryptocurrency mining busines |
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| August 11, 2022 |
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August [?], 2022, between Meten Holding Group Ltd., a Cayman Islands company (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Pu |
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| August 11, 2022 |
Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 11, 2022 |
Exhibit 10.8 Lock-up Agreement August 4, 2022 To the Addressees on attached Exhibit A: Ladies and Gentlemen: The undersigned understands that Meten Holding Group Ltd., a Cayman Islands company (the ?Company?), intends to enter into Securities Purchase Agreements (the ?SPAs?) with each purchaser (each, an ?Investor?, and collectively ?Investors?) identified on the signature page of the SPAs, provid |
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| August 8, 2022 |
1,260,000 Ordinary Shares 7,983,811 Pre-Funded Warrants METEN HOLDING GROUP LTD. Filed pursuant to Rule 424(b)(5) Registration No. 333-256087 Prospectus Supplement (To Prospectus dated May 21, 2021) 1,260,000 Ordinary Shares 7,983,811 Pre-Funded Warrants METEN HOLDING GROUP LTD. We are offering 1,260,000 ordinary shares, par value US$0.003 per share (the ?ordinary shares?), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$0.70 p |
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| July 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| June 7, 2022 |
Exhibit 99.2 |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| June 7, 2022 |
Exhibit 99.1 Meten Holding Group Ltd. (incorporated in the Cayman Islands with limited liability) (Nasdaq: METX) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ?Meeting?) of holders of ordinary shares (the ?Ordinary Shares?) (the ?shareholders?) of Meten Holding Group Ltd. (the ?Company?) will be held on June 28, 2022, at 9:30 a.m., Eas |
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| May 16, 2022 |
Consent of Commerce & Finance Law Offices EXHIBIT 15.2 Commerce & Finance Law Offices 23/F, Building A, CASC Plaza, Haide 3rd Road Nanshan District, Shenzhen 518067, China Tel: +86 755 8351 7570 Fax: +86 755 8351 5502 Email: [email protected] Web: www.tongshang.com May 16, 2022 To Meten Holding Group Ltd. (the ?Company?) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdo |
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| May 16, 2022 |
EXHIBIT 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meten Holding Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Siguang Peng, Chief Executive Officer of the Company, ce |
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| May 16, 2022 |
EX-15.1 11 f20f2021ex15-1metenholding.htm CONSENT OF AUDIT ALLIANCE LLP EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-248883, File No. 333-251806 and File No.333-256987), Form F-3 (File No. 333-256087) and Post-effective Amendment No.1 to the Form F-1 on Form F-3 (Fi |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| May 16, 2022 |
EXHIBIT 2.7 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the ?Exchange Act?) Ordinary shares of Meten Holding Group Ltd. (?we,? ?our,? ?our company,? or ?us?) are listed and traded on the Nasdaq Capital Market, and in connection with this listing (but not for trading), its ordinary shares are registered under Section 12(b) of |
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| May 16, 2022 |
Meten Holding Group Ltd. Announces Financial Results for Fiscal Year Ended December 31, 2021 Exhibit 99.1 Meten Holding Group Ltd. Announces Financial Results for Fiscal Year Ended December 31, 2021 SHENZHEN, China, May 16, 2022 /PRNewswire/ - Meten Holding Group Ltd. (?Meten Holding Group? or the ?Company?) (NASDAQ: METX), an omnichannel training company headquartered in China providing language and workplace training services and actively developing metaverse, blockchain and cryptocurre |
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| May 16, 2022 |
EXHIBIT 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yupeng Guo, certify that: 1. I have reviewed this annual report on Form 20-F of Meten Holding Group Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| May 16, 2022 |
EX-2.4 3 f20f2021ex2-4metenholding.htm SPECIMEN ORDINARY SHARE CERTIFICATE OF THE COMPANY, AS CURRENTLY EFFECTIVE EXHIBIT 2.4 Share Certificate Certificate Number Number of Shares Meten Holding Group Ltd. Incorporated in the Cayman Islands under the Companies Law (as Revised) Authorized Share Capital is US$50,000 divided into 16,666,667 Ordinary Shares of a nominal or par value of US$0.003 each. T |
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| May 16, 2022 |
EXHIBIT 4.22 Strategic Cooperation Agreement Agreement No.: Date of Signature: October 26, 2021 Place of Signature: Hong Kong Party A: AGM Technology Limited Address: Room 02-3, 15/F, Connaught Harbourfront House, 185 Wan Chai Road, Wan Chai District, Hong Kong Business Contact Person: Name: Tel.: E-mail Address: Party B: Meten Holding Group Address: Business Contact Person: Name: Tel.: E-mail Add |
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| May 16, 2022 |
EXHIBIT 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siguang Peng, certify that: 1. I have reviewed this annual report on Form 20-F of Meten Holding Group Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stateme |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road |
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| May 16, 2022 |
EXHIBIT 1.1 THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Meten EdtechX Education Group Ltd. (Adopted by special resolution passed on March 5, 2020 and effective on March 30, 2020) 1. The name of the Company is Meten EdtechX Education Group Ltd.. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman |
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| May 16, 2022 |
EXHIBIT 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Meten Holding Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Yupeng Guo, Acting Chief Financial Officer of the Compan |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Pe |
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| April 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Roa |
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| March 17, 2022 |
Exhibit 99.1 Meten Holding Group Ltd. 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road Nanshan District, Shenzhen, Guangdong Province 518000 People?s Republic of China Notice of 2022 Extraordinary Shareholders Meeting To Be Held on April 14, 2022 at 9:30 a.m. EST To the shareholders: Meten Holding Group Ltd. (the ?Company,? or ?we?) will hold the 2022 extraordinary ge |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Ro |
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| March 17, 2022 |
Exhibit 99.2 |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* METEN HOLDING GROUP LTD. (Name of Issuer) Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G6055H114 (CUSIP N |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| January 4, 2022 |
Exhibit 99.1 METEN HOLDING GROUP LTD UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands of RMB, except share data and per share data, or otherwise noted) December 31, 2020 September 30, 2021 RMB?000 RMB?000 US$?000 ASSETS Current assets Cash and cash equivalents 90,115 279,920 43,443 Contract assets 6,194 3,193 496 Accounts receivable, net 27,013 13,043 2,024 Other contract costs 47,125 27,011 4, |
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| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West R |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| December 22, 2021 |
Exhibit 99.1 Meten Holding Group Ltd. to Establish Joint Venture with Industry Experts to Create a Cryptocurrency Mining Company The joint venture will engage in the R&D, production and sales of cryptocurrency mining equipment SHENZHEN, China, December 22, 2021 /PRNewswire/ - Meten Holding Group Ltd. (?Meten Holding Group? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English la |
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| December 22, 2021 |
EX-10.1 2 ea152866ex10-1metenholding.htm ENGLISH TRANSLATION OF JOINT VENTURE AGREEMENT BY AND AMONG METEN HOLDING GROUP LTD. AND MR. ZHIJUN LIU, MS. YUNNING LI, MR. MANNING LIAO, AND MR. XIAODONG FENG, DATED DECEMBER 20, 2021 Exhibit 10.1 Joint Venture Agreement No.: C20211220 Party A: Meten Holding Group Ltd. Party B I: Zhijun Liu Address: ID number: Party B II: Yunying Li Address: ID number: Pa |
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| November 12, 2021 |
Exhibit 99.1 Meten Holding Group Prices $20 Million Registered Direct Offering of Ordinary Shares Priced At-the-Market Under Nasdaq Rules SHENZHEN, China, November 10, 2021 /PRNewswire/ - Meten Holding Group Ltd. (?Meten Holding? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced it has entered into definit |
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| November 12, 2021 |
Exhibit 99.2 Meten Holding Group Ltd. Closes $20 Million Registered Direct Offering of Ordinary Shares Priced At-the-Market Under Nasdaq Rules SHENZHEN, China, November 12, 2021 ? Meten Holding Group Ltd. ("Meten Holding" or the "Company") (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced it closed its previously announced |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| November 12, 2021 |
Exhibit 1.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of November 9, 2021, is by and among Meten Holding Group Ltd., a Cayman Islands company with headquarters located at 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, People?s Republic of China (the ?Company?) |
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| November 12, 2021 |
33,333,334 Ordinary Shares METEN HOLDING GROUP LTD. Filed pursuant to Rule 424(b)(5) Registration No. 333-256087 Prospectus Supplement (To Prospectus dated May 21, 2021) 33,333,334 Ordinary Shares METEN HOLDING GROUP LTD. We are offering 33,333,334 ordinary shares, par value US$0.0001 per share (the ?ordinary shares?), directly to certain institutional investors pursuant to that certain securities purchase agreement, dated November 9, 2021, at a pu |
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| November 12, 2021 |
Exhibit 1.2 PLACEMENT AGENCY AGREEMENT November 9, 2021 PERSONAL AND CONFIDENTIAL Meten Holding Group Ltd. 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518000 People?s Republic of China Attention: Siguang Peng Chief Executive Officer Dear Mr. Peng: Introduction. Subject to the terms and conditions herein (this ?Agreemen |
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| November 1, 2021 |
Management’s Discussion and Analysis of Financial Condition and Results of Operation Exhibit 99.1 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this report. In addition to historical consolidated financial information, the following discussion conta |
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| November 1, 2021 |
Exhibit 99.2 TABLE OF CONTENTS PAGE(S) Unaudited Consolidated Balance Sheets as of December 31, 2020 and June 30, 2021 2-5 Unaudited Consolidated Statements of Operations and Comprehensive Income/(Loss) for the six months ended June 30, 2020 and 2021 6 Unaudited Consolidated Statements of Changes in Shareholders? Equity for the six months ended June 30, 2020 and 2021 7 Unaudited Consolidated State |
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| November 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun We |
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| October 29, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Exhibit 99.1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this report. In addition to historical consolidated financial information, the following discussion conta |
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| October 29, 2021 |
Exhibit 99.2 TABLE OF CONTENTS PAGE(S) Unaudited Consolidated Balance Sheets as of December 31, 2020 and June 30, 2021 2-5 Unaudited Consolidated Statements of Operations and Comprehensive Income/(Loss) for the six months ended June 30, 2020 and 2021 6 Unaudited Consolidated Statements of Changes in Shareholders? Equity for the six months ended June 30, 2020 and 2021 7 Unaudited Consolidated State |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| September 7, 2021 |
Exhibit 99.2 Meten Holding Group Prices $60 Million Underwritten Public Offering of Ordinary Shares and Pre-Funded Warrants to Purchase Ordinary Shares SHENZHEN, China, September 1, 2021 /PRNewswire/ - Meten Holding Group Ltd. (?Meten Holding? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced the pricing o |
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| September 7, 2021 |
Exhibit 99.1 Meten Holding Group Announces Proposed Underwritten Public Offering of Ordinary Shares and Pre-Funded Warrants to Purchase Ordinary Shares SHENZHEN, China, September 1, 2021 ? Meten Holding Group Ltd. (?Meten Holding? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced that it intends to offer i |
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| September 7, 2021 |
Exhibit 1.1 METEN HOLDING GROUP LTD. UNDERWRITING AGREEMENT September 1, 2021 Aegis Capital Corp. As the Representative of the several underwriters, if any, named in Schedule I hereto 810 7th Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned, Meten Holding Group Ltd, formerly known as Meten EdtechX Education Group Ltd., a Cayman Islands company limited by shares (collectively w |
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| September 7, 2021 |
ADJUSTMENT OF EXERCISE PRICE WARRANTS TO PURCHASE ORDINARY SHARES METEN HOLDING GROUP LTD. Exhibit 99.4 NOTICE OF ADJUSTMENT OF EXERCISE PRICE OF WARRANTS TO PURCHASE ORDINARY SHARES OF METEN HOLDING GROUP LTD. September 7, 2021 Ladies and Gentlemen: Reference is made to the Tender Offer Statement on Schedule TO originally filed by Meten Holding Group Ltd., formerly known as Meten EdtechX Education Group Ltd. (the ?Company?) with the Securities and Exchange Commission (the ?SEC?) on Dec |
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| September 7, 2021 |
Exhibit 99.3 Meten Holding Group Ltd. Closes $60 Million Underwritten Public Offering of Ordinary Shares and Pre-Funded Warrants to Purchase Ordinary Shares (NASDAQ: METX) SHENZHEN, China, September 7, 2021 ? Meten Holding Group Ltd. (?Meten Holding? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced the cl |
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| September 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001- 39258 METEN HOLDING GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun Wes |
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| September 3, 2021 |
22,500,000 Ordinary Shares 177,500,000 Pre-Funded Warrants METEN HOLDING GROUP LTD. Filed pursuant to Rule 424(b)(5) Registration No. 333-256087 Prospectus Supplement (To Prospectus dated May 21, 2021) 22,500,000 Ordinary Shares 177,500,000 Pre-Funded Warrants METEN HOLDING GROUP LTD. We are offering 22,500,000 ordinary shares, par value US$0.0001 per share (the ?ordinary shares?), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$0 |
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| September 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-39258 METEN HOLDING GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West |
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| August 18, 2021 |
Exhibit 99.1 Meten EdtechX Announces Financial Results for the Second Quarter and the First Half Year Ended June 30, 2021 SHENZHEN, China, August 18, 2021 PRNewswire - Meten EdtechX Education Group Ltd. (Nasdaq: METX) (?Meten EdtechX? or the ?Company?), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced its unaudited financial results for t |
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| August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant’s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shen |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Sheny |
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| July 14, 2021 |
Meten EdtechX Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 Meten EdtechX Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency SHENZHEN, China, July 14, 2021 /PR NEWSWIRE/ - Meten EdtechX Education Group Ltd. (Nasdaq: METX) (?Meten EdtechX? or the ?Company?), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced that the Company has received a written notification (the ?Noti |
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| July 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyu |
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| July 8, 2021 |
Exhibit 99.1 Meten EdtechX Education Group Ltd. Announces Exercise and Closing of Underwriter?s Over-Allotment Option SHENZHEN, China - July 8, 2021 ? Meten EdtechX Education Group Ltd. (NASDAQ: METX) (the ?Company?), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced that the underwriter of its previously announced underwritten public offe |
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| July 8, 2021 |
6-K 1 ea143772-6kmetenedtechx.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant’s name into English |
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| July 8, 2021 |
Exhibit 99.2 |
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| July 8, 2021 |
Exhibit 99.1 Meten EdtechX Education Group Ltd. (incorporated in the Cayman Islands with limited liability) (Nasdaq: METX) NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ?Meeting?) of holders of ordinary shares (the ?Ordinary Shares?) (the ?shareholders?) of Meten EdtechX Education Group Ltd. (the ?Company?) will be held virtually on Au |
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| July 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyu |
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| June 10, 2021 |
As filed with the Securities and Exchange Commission on June 10, 2021. As filed with the Securities and Exchange Commission on June 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METEN EDTECHX EDUCATION GROUP LTD. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer I |
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| May 27, 2021 |
As filed with the Securities and Exchange Commission on May 27, 2021 As filed with the Securities and Exchange Commission on May 27, 2021 Registration No. |
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| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun |
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| May 26, 2021 |
Meten EdtechX Closes $40 Million Underwritten Public Offering of Ordinary Shares Exhibit 99.3 Meten EdtechX Closes $40 Million Underwritten Public Offering of Ordinary Shares SHENZHEN, China, May 26, 2021 ? Meten EdtechX Education Group Ltd. ("Meten Edtech X" or the "Company") (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced the closing of an underwritten public offering (the ?Offering?) with gross pro |
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| May 26, 2021 |
Exhibit 1.1 40,000,000 ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE METEN EDTECHX EDUCATION GROUP LTD. UNDERWRITING AGREEMENT May 24, 2021 Aegis Capital Corp. As the Representative of the several underwriters, if any, named in Schedule I hereto 810 7th Avenue New York, New York 10019 Ladies and Gentlemen: The undersigned, Meten EdtechX Education Group Ltd., a Cayman Islands company limited by shar |
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| May 26, 2021 |
Meten EdtechX Announces Proposed Underwritten Public Offering of Ordinary Shares Exhibit 99.1 Meten EdtechX Announces Proposed Underwritten Public Offering of Ordinary Shares SHENZHEN, China, May 21, 2021 ? Meten EdtechX Education Group Ltd. (?Meten Edtech X? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced that it intends to offer ordinary shares for sale to the public in an underwri |
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| May 26, 2021 |
Meten EdtechX Prices $40 Million Underwritten Public Offering of Ordinary Shares Exhibit 99.2 Meten EdtechX Prices $40 Million Underwritten Public Offering of Ordinary Shares SHENZHEN, China, May 24, 2021 ? Meten EdtechX Education Group Ltd. (?Meten Edtech X? or the ?Company?) (NASDAQ: METX), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced the pricing of an underwritten public offering with gross proceeds to the Comp |
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| May 26, 2021 |
ADJUSTMENT OF EXERCISE PRICE WARRANTS TO PURCHASE ORDINARY SHARES METEN EDTECHX EDUCATION GROUP LTD. Exhibit 99.4 NOTICE OF ADJUSTMENT OF EXERCISE PRICE OF WARRANTS TO PURCHASE ORDINARY SHARES OF METEN EDTECHX EDUCATION GROUP LTD. May 26, 2021 Ladies and Gentlemen: Reference is made to the Tender Offer Statement on Schedule TO originally filed by Meten EdtechX Education Group Ltd. (the ?Company?) with the Securities and Exchange Commission (the ?SEC?) on December 7, 2020, as amended and supplemen |
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| May 25, 2021 |
40,000,000 Ordinary Shares METEN EDTECHX EDUCATION GROUP LTD. Filed pursuant to Rule 424(b)(5) Registration No. 333-256087 PROSPECTUS SUPPLEMENT (To Prospectus dated May 21, 2021) 40,000,000 Ordinary Shares METEN EDTECHX EDUCATION GROUP LTD. We are offering 40,000,000 ordinary shares, par value US$0.0001 per share (the ?ordinary shares?), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$1.00 per share. Our ord |
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| May 24, 2021 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) Registration No. 333-256087 The information in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting offers to |
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| May 20, 2021 |
METEN EDTECHX EDUCATION GROUP LTD. 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518000 People?s Republic of China VIA EDGAR May 20, 2021 Mr. Daniel Morris Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: Meten EdtechX Educatio |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001- 39258 METEN EDTECHX EDUCATION GROUP LTD. (Translation of registrant?s name into English) 3rd Floor, Tower A Tagen Knowledge & Innovation Center 2nd Shenyun |
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| May 20, 2021 |
Meten EdtechX Announces Financial Results for the First Quarter Ended March 31, 2021 Exhibit 99.1 Meten EdtechX Announces Financial Results for the First Quarter Ended March 31, 2021 SHENZHEN, China, May 20, 2021 (GLOBE NEWSWIRE) - Meten EdtechX Education Group Ltd. (Nasdaq: METX) (?Meten EdtechX? or the ?Company?), one of the leading omnichannel English language training (?ELT?) service providers in China, today announced its financial results for the first quarter ended March 31 |
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| May 13, 2021 |
As filed with the Securities and Exchange Commission on May 13, 2021 Registration No. |
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| May 7, 2021 |
- AMENDMENT NO. 1 TO FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIE |
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| May 7, 2021 |
EXHIBIT 12.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Siguang Peng, certify that: 1. I have reviewed this Amendment No.1 to Annual Report on Form 20-F of Meten EdtechX Education Group Ltd. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact n |
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| May 7, 2021 |
EXHIBIT 13.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No.1 to Annual Report of Meten EdtechX Education Group Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siguang Peng, Chief Executive Off |
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| May 7, 2021 |
EXHIBIT 12.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yupeng Guo, certify that: 1. I have reviewed this Amendment No.1 to Annual Report on Form 20-F of Meten EdtechX Education Group Ltd. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact nec |
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| May 7, 2021 |
EXHIBIT 13.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No.1 to Annual Report of Meten EdtechX Education Group Ltd. (the ?Company?) on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Yupeng Guo, Acting Chief Financia |
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| April 30, 2021 |
Exhibit 15.2 Consent of Independent Registered Public Accounting Firm The Shareholders and Board of Directors Meten EdtechX Education Group Ltd.: We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-248883 & No.333-251806) of our report dated June 3, 2020, with respect to the consolidated balance sheet of Meten International Education Group (operating as Met |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
