BTC Digital Ltd. — Major Shareholding Notification 2020

Apr 9, 2020

SC 13G 1 ea120549-13gxu_metenedtechx.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 10

| 1. | Names Of Reporting Person I.R.S. Identification
No. Of Above Person (Entities Only) Chenyang Xu |
| --- | --- |
| 2. | 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: | sole
voting power 0 |
| --- | --- |
| 6. | shared
voting power 5,450,364 |
| 7. | sole
dispositive power 0 |
| 8. | shared
dispositive power 5,450,364 |

| 9. | aggregate
amount beneficially owned by each reporting person 5,450,364 |
| --- | --- |
| 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) 10.26% |
| 12. | type
of reporting person (See Instructions) IN |

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CUSIP No. G6055H114 13G Page 3 of 10

| 1. | Names Of Reporting Person I.R.S. Identification
No. Of Above Person (Entities Only) SHENZHEN
DAOGE CAPITAL MANAGEMENT CO., LTD. |
| --- | --- |
| 2. | 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: | sole
voting power 0 |
| --- | --- |
| 6. | shared
voting power 5,450,364 |
| 7. | sole
dispositive power 0 |
| 8. | shared
dispositive power 5,450,364 |

| 9. | aggregate
amount beneficially owned by each reporting person 5,450,364 |
| --- | --- |
| 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) 10.26% |
| 12. | type
of reporting person (See Instructions) PN |

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CUSIP No. G6055H114 13G Page 4 of 10

| 1. | Names Of Reporting Person I.R.S. Identification
No. Of Above Person (Entities Only) SHENZHEN DAOGE DEVELOPMENT
NO.2 INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) |
| --- | --- |
| 2. | 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: | sole
voting power 0 |
| --- | --- |
| 6. | shared
voting power 3,580,025 |
| 7. | sole
dispositive power 0 |
| 8. | shared
dispositive power 3,580,025 |

| 9. | aggregate
amount beneficially owned by each reporting person 3,580,025 |
| --- | --- |
| 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) 6.74% |
| 12. | type
of reporting person (See Instructions) PN |

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CUSIP No. G6055H114 13G Page 5 of 10

| 1. | Names Of Reporting Person I.R.S. Identification
No. Of Above Person (Entities Only) DG EDUCATION INVESTMENT
LIMITED |
| --- | --- |
| 2. | 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: | sole
voting power 0 |
| --- | --- |
| 6. | shared
voting power 3,580,025 |
| 7. | sole
dispositive power 0 |
| 8. | shared
dispositive power 3,580,025 |

| 9. | aggregate
amount beneficially owned by each reporting person 3,580,025 |
| --- | --- |
| 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) 6.74% |
| 12. | type
of reporting person (See Instructions) PN |

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CUSIP No. G6055H114 13G Page 6 of 10

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, 2 nd Shenyun West Road, Nanshan District Shenzhen, Guangdong
Province 518000 The People’s Republic of China. |

Item 2.

| (a) | Name
of Person Filing: | Chenyang
Xu has shared voting and dispositive power over 5,450,364 shares of the Issuer’s Ordinary Shares, $0.0001
par value per share (the “Ordinary Shares”), among which, Chenyang Xu may be deemed to share voting and dispositive
power (a) with DG NO. 21 EDUCATION INVESTMENT LIMITED (“DG No.21”) over 1,870,339 Ordinary Shares held by DG No.21,
and (b) with DG EDUCATION INVESTMENT LIMITED over 3,580,025 Ordinary Shares held by DG EDUCATION INVESTMENT LIMITED. |
| --- | --- | --- |
| | | DG
No.21 is wholly owned by Shenzhen Daoge No.21 Investment Partnership (Limited Partnership) (“No.21 Daoge”). DG
EDUCATION INVESTMENT LIMITED is owned as to 55.64% by Shenzhen Daoge Development No.2 Investment Fund Partnership (Limited
Partnership) (“No.2 Daoge”) and 44.36% by Shenzhen Daoge Growth No.6 Investment Fund Partnership (Limited Partnership)
(“No. 6 Daoge”). Each of No.2 Daoge, No. 6 Daoge and No. 21 Daoge is a limited partnership incorporated in China.
Shenzhen Daoge Capital Management Co., Ltd. is the general partner of No.2 Daoge, No.6 Daoge and No.21 Daoge, and is controlled
by Mr. Chenyang Xu. |
| (b) | Address
of Principal Business Office or, if none, Residence: | Chenyang
Xu – Suites 2802-2808, Times Square Excellence, No. 4068 Yitian Road, Futian District, Shenzhen, Guangdong Province,
The People’s Republic of China |
| | | Shenzhen
Daoge Capital Management Co., Ltd.– Suites 2802-2808,Times Square Excellence, No. 4068 Yitian Road, Futian District,
Shenzhen, Guangdong Province, The People’s Republic of China |
| | | No.2
Daoge – Suites 2802-2808, Times Square Excellence, No. 4068 Yitian Road, Futian District, Shenzhen, Guangdong Province,
The People’s Republic of China |
| | | DG
EDUCATION INVESTMENT LIMITED – Suites 2802-2808, Times Square Excellence, No. 4068 Yitian Road, Futian District, Shenzhen,
Guangdong Province, The People’s Republic of China |
| (c) | Citizenship:
or, if none, Residence: | Chenyang
Xu – PRC Shenzhen Daoge Capital Management Co., Ltd.– PRC No.2 Daoge – PRC DG EDUCATION INVESTMENT 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 7 of 10

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 8 of 10

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)
Shenzhen
Daoge Capital Management Co., Ltd. – 5,450,364
No.2
Daoge – 3,580,025
DG
EDUCATION INVESTMENT LIMITED – 3,580,025

| (b) |
| --- |
| Shenzhen Daoge Capital Management Co., Ltd.
– 10.26% |
| No.2 Daoge – 6.74% |
| DG EDUCATION INVESTMENT LIMITED – 6.74% |
| 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:

Chenyang Xu
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	5,450,364
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	5,450,364
Shenzhen Daoge Capital Management Co., Ltd.
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	5,450,364
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	5,450,364
No.2 Daoge
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	3,580,025
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	3,580,025
DG EDUCATION INVESTMENT LIMITED
Sole power to vote or to direct the vote:	0
Shared power to vote or to direct the vote:	3,580,025
Sole power to dispose or to direct the disposition of:	0
Shared power to dispose or to direct the disposition of:	3,580,025

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CUSIP No. G6055H114 13G Page 9 of 10

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 ☐.

Items 6 – 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 10 of 10

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

| CHENYANG
XU | |
| --- | --- |
| By: | /s/
Chenyang Xu |
| Name: | Chenyang
Xu |
| Title: | Self |
| SHENZHEN
DAOGE CAPITAL MANAGEMENT CO., LTD. | |
| By: | /s/
Chenyang Xu |
| Name: | Chenyang
Xu |
| Title: | President |
| SHENZHEN
DAOGE DEVELOPMENT NO.2 INVESTMENT FUND PARTNERSHIP (LIMITED PARTNERSHIP) | |
| By: | Shenzhen
Daoge Capital Management Co., Ltd, as General Partner |
| By: | /s/
Chenyang Xu |
| Name: | Chenyang
Xu |
| Title: | President |
| DG
EDUCATION INVESTMENT LIMITED | |
| By: | Shenzhen
Daoge Development No.2 Investment Fund Partnership (Limited Partnership) |
| By: | Shenzhen
Daoge Capital Management Co., Ltd, as General Partner |
| By: | /s/
Chenyang Xu |
| Name: | Chenyang
Xu |
| Title: | President |
| DG
EDUCATION INVESTMENT LIMITED | |
| By: | Shenzhen
Daoge Growth No.6 Investment Fund Partnership (Limited Partnership) |
| By: | Shenzhen
Daoge Capital Management Co., Ltd, as General Partner |
| By: | /s/
Chenyang Xu |
| Name: | Chenyang
Xu |
| Title: | President |

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