BTC Digital Ltd. — Major Shareholding Notification 2020

Apr 9, 2020

SC 13G 1 ea120527-sc13ghuang_meten.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Meten EdtechX Education Group Ltd.

(Name of Issuer)

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

G6055H114

(CUSIP Number)

March 30, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. G6055H114 13G Page 2 of 8

| 1. — 2. | Names
Of Reporting Person I.R.S.
Identification No. Of Above Person (Entities Only) Siqi
Huang — check the appropriate box if a group | | (a) ☐ (b) ☐ |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization PRC | | |
| number
of shares beneficially owned by each reporting person with: | 5. | sole
voting power | 0 |
| | 6. | shared
voting power | 4,535,122 |
| | 7. | sole
dispositive power | 0 |
| | 8. | shared
dispositive power | 4,535,122 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 4,535,122 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐ | | |
| 11. | percent
of class represented by amount in row (9) | | 8.54% |
| 12. | type
of reporting person (See Instructions) | | IN |

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CUSIP No. G6055H114 13G Page 3 of 8

| 1. — 2. | Names
Of Reporting Person I.R.S.
Identification No. Of Above Person (Entities Only) MLZ
INVESTMENT MANAGEMENT LIMITED — check the appropriate box if a group | | (a) ☐ (b) ☐ |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization British
virgin islands | | |
| number
of shares beneficially owned by each reporting person with: | 5. | sole
voting power | 0 |
| | 6. | shared
voting power | 4,535,122 |
| | 7. | sole
dispositive power | 0 |
| | 8. | shared
dispositive power | 4,535,122 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 4,535,122 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐ | | |
| 11. | percent
of class represented by amount in row (9) | | 8.54% |
| 12. | type
of reporting person (See Instructions) | | OO |

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CUSIP No. G6055H114 13G Page 4 of 8

Item 1.

| (a) | Name of
Issuer: | Meten EdtechX
Education Group Ltd. |
| --- | --- | --- |
| (b) | Address of Issuer’s
Principal Executive Offices: | 3rd Floor, Tower A, Tagen Knowledge & Innovation
Center, 2nd Shenyun West Road, Nanshan District Shenzhen, Guangdong Province 518000 The People’s Republic of China. |
| Item
2. | | |
| (a) | Name
of Person Filing: | Siqi
Huang has shared voting and dispositive power over 4,535,122 shares of the Issuer’s Ordinary Shares, $0.0001 par value
per share (the “Ordinary Shares”), among which, Siqi Huang may be deemed to share voting and dispositive power
with MLZ Investment Management Limited (“MLZ”). MLZ is a holding vehicle holding shares for certain director and
employees of the Issuer. Siqi Huang, an employee representative of the Issuer, is the sole director of MLZ and has the power
to direct MLZ with respect to the disposal of, and the exercise of any voting and other rights attached to, the shares held
by MLZ in the Issuer. Siqi Huang expressly disclaims beneficial ownership of all securities held by MLZ for that certain director
and employees of the Issuer |
| (b) | Address
of Principal Business Office or, if none, Residence: | Siqi
Huang – 3rd Floor, Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun
West Road, Nanshan District, Shenzhen, Guangdong Province
518000, The People’s Republic of China |
| | | MLZ Investment Management Limited– 3rd Floor,
Tower A, Tagen Knowledge & Innovation Center, 2nd Shenyun West Road, Nanshan District, Shenzhen, Guangdong Province 518000, The People’s Republic of China |
| (c) | Citizenship: | Siqi Huang –
PRC |
| | or, if none, Residence: | MLZ Investment Management
Limited– BVI |
| (d) | Title of Class of Securities: | Ordinary Shares, $0.0001
par value per share |
| (e) | CUSIP Number: | G6055H114 |

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CUSIP No. G6055H114 13G Page 5 of 8

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

| (a) | ☐ | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ☐ | Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ | An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C.
80a-3); |
| (j) | ☐ | A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: _____ |

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CUSIP No. G6055H114 13G Page 6 of 8

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: | Siqi Huang
– 4,535,122 |
| --- | --- | --- |
| | | MLZ Investment
Management Limited– 4,535,122 |
| (b) | Percent of class: | Siqi Huang –
8.54% |
| | | MLZ Investment Management
Limited– 8.54% |
| | | Calculation of percentage
of beneficial ownership is based on 53,100,534 of the Issuer’s Ordinary Shares outstanding as of March 30, 2020, as
reported on the Issuer’s Form 20FR12B filed on March 31, 2020. |
| (c) | Number of shares as to which the person has: | |

Siqi Huang
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	4,535,122
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	4,535,122
MLZ Investment Management Limited
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	4,535,122
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	4,535,122

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

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CUSIP No. G6055H114 13G Page 7 of 8

Item 6 Ownership of More than 5 Percent on Behalf of Another Person

MLZ holds the Ordinary Shares on behalf of employees of the Issuer. To the knowledge of the Reporting Persons, the interest of any individual employee does not exceed 5% of the class of securities. Except to the extent described herein, Siqi Huang disclaims beneficial ownership of all such securities.

Item 7-9 Not Applicable

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement

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CUSIP No. G6055H114 13G Page 8 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 9, 2020

| SIQI
Huang | |
| --- | --- |
| By: | /s/ Siqi Huang |
| Name: | Siqi Huang |
| Title: | Self |
| MLZ
Investment Management Limited | |
| By: | /s/ Siqi Huang |
| Name: | Siqi Huang |
| Title: | Director |

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