Document and Entity Information
Document and Entity Information | 3 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Meten EdtechX Education Group Ltd. |
Entity Central Index Key | 0001796514 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2019 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Shell Company | false |
Entity File Number | 001-39258 |
Entity Common Stock, Shares Outstanding | 1 |
Entity Interactive Data Current | Yes |
Entity Incorporation State Country Code | E9 |
Consolidated Balance Sheet
Consolidated Balance Sheet | Dec. 31, 2019USD ($) | |
Current liabilities | ||
Amounts due to a related party | $ 5,142 | |
Total current liabilities | 5,142 | |
Total liabilities | 5,142 | |
Shareholder's deficit | ||
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, and 1 share issued and outstanding as of December 31, 2019) | [1] | |
Subscriptions receivable | [1] | |
Accumulated deficit | (5,142) | |
Total shareholder's deficit | (5,142) | |
Commitments and contingencies | ||
Total liabilities and shareholder's deficit | ||
[1] | The balance represents an amount less than US$1. |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2019$ / sharesshares |
Statement of Financial Position [Abstract] | |
Ordinary shares, par value | $ / shares | $ 0.0001 |
Ordinary shares, authorized | 500,000,000 |
Ordinary shares, issued | 1 |
Ordinary shares, outstanding | 1 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss | 3 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Operating expenses: | |
General and administrative expenses | $ (5,142) |
Loss from operations | (5,142) |
Net loss | $ (5,142) |
Net loss per share | |
- Basic and diluted | $ / shares | $ (5,142) |
Weighted average shares used in calculating net loss per share | |
- Basic and diluted | shares | 1 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholder's Deficit - 3 months ended Dec. 31, 2019 - USD ($) | Ordinary shares | Subscription receivable | Additional paid-in capital | Accumulated deficit | Total | ||
Balance at Sep. 26, 2019 | |||||||
Balances, shares at Sep. 26, 2019 | |||||||
Issuance of ordinary shares | [1] | [1] | |||||
Issuance of ordinary shares, shares | 1 | ||||||
Net loss for the period | (5,142) | (5,142) | |||||
Balance at Dec. 31, 2019 | [1] | [1] | $ (5,142) | $ (5,142) | |||
Balance, shares at Dec. 31, 2019 | 1 | ||||||
[1] | The balance represents an amount less than US$1. |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (5,142) |
Changes in operating liabilities: | |
Increase in amounts due to a related party | 5,142 |
Net cash flow used in operating activities | |
Cash flows from investing activities: | |
Net cash used in investing activities | |
Cash flows from financing activities: | |
Net cash used in financing activities | |
Net decrease in cash and cash equivalents | |
Cash and cash equivalents at the beginning of the period | |
Cash and cash equivalents at the end of the period |
Organization and Principal Acti
Organization and Principal Activities | 3 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities (a) Principal activities Meten EdtechX Education Group Ltd. (the “Company”) was incorporated on September 27, 2019 under the law of Cayman Islands as an exempted company with limited liability. (b) History of the Group The Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. On September 27, 2019, the Company issued one ordinary share to its sole director Richard Fear for a purchase price of $0.0001. On the same day, the one ordinary share owned by Richard Fear was transferred to Guo Yupeng. The Company was formed for the purpose of effecting the merger agreement by and among EdtechX Holdings Acquisition Corp., a Delaware corporation (“EdtechX”), the Company, Meten Education Inc., a Delaware corporation and wholly owned subsidiary of the Company (“EdtechX Merger Sub”), Meten Education Group Ltd., a Cayman Islands exempted company and wholly owned subsidiary of the Company (“Meten Merger Sub”, and together with EdtechX Merger Sub, the “Merger Subs”), and Meten International Education Group, a Cayman Islands exempted company (“Meten International”). Upon the terms and subject to the conditions of the merger agreement and in accordance with the Delaware General Corporation Law and the Companies Law (2018 Revision) of the Cayman Islands, the Company, EdtechX, the Merger Subs and Meten International entered into a merger transaction by which (i) EdtechX Merger Sub would merge with and into EdtechX, with EdtechX being the surviving entity of the merger (the “EdtechX Merger”) and becoming a wholly-owned subsidiary of the Company (“Surviving Delaware Corporation”), and (ii) Meten Merger Sub would merge with and into Meten International, with Meten International being the surviving entity of such merger (the “Meten Merger”, and together with the EdtechX Merger, the “Mergers”) and a wholly-owned subsidiary of the Company (“Surviving Cayman Islands Company”). The Company was a newly formed entity formed for the purpose of consummating the Mergers, and upon completion of the Mergers on March 30, 2020, the Company became the sole direct owner of EdtechX and Meten International. |
Basis of presentation
Basis of presentation | 3 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation [Abstract] | |
Basis of presentation | 2. Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (''GAAP''). |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 3. Significant accounting policies (a) Use of estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. (b) Functional currency The consolidated financial statements are presented in US dollars (US$), which is the Company's functional currency. All financial information presented in US dollars has been rounded to the nearest dollar amount, unless otherwise stated. (c) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carry forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company's management determined that the Cayman Islands is the Company's only major tax jurisdiction. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision is zero. (d) Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's consolidated financial statements. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related party transaction | 4. Related party transaction The Group entered into the following related party transaction. Name of party Relationship Shenzhen Meten International Education Company Limited ( "Shenzhen Meten") Entity in immediate family (a) Transaction with the related party For the Period from US$ Advances from the related party - Shenzhen Meten 5,142 Total 5,142 (b) Balances with the related party As of December 31, US$ Amounts due to the related party - Shenzhen Meten 5,142 Total 5,142 The $ 5,142 amounts due to a related party were for the payment for the registration fee and agency fee in relation to the incorporation of the Company. |
Share Capital
Share Capital | 3 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Share Capital | 5. Share Capital On September 27, 2019, the Company is authorized to issue 500,000,000 ordinary shares with a par value of $0.0001 per share. Holder of the Company's ordinary shares are entitled to one vote for each share. As of December 31, 2019, the $0.0001 payment due to the Company is recorded as share subscription receivable in the shareholder's deficit. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | 6. Subsequent events On March 30, 2020, the Company consummated its acquisition of Meten International and EdtechX, pursuant to the merger agreement dated December 12, 2019 ("Merger Agreement"). EdtechX was a blank check company incorporated in Delaware on May 15, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Upon consummation of the acquisition, Meten International and EdtechX became wholly owned subsidiaries of the Company. The transaction is expected to be accounted for as a "reverse capitalization" in accordance with U.S. GAAP. Under this method of accounting, both the Company and EdtechX will be treated as the "acquired" company for financial reporting purposes. Accordingly, for accounting purposes, the transaction will be treated as the equivalent of Meten International issuing stock for the net assets of the Company and EdtechX, accompanied by a recapitalization. The net assets of the Company and EdtechX will be stated at historical costs, with no goodwill or other intangible assets recorded. Immediately prior to the merger transaction, Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction. In connection with merger transaction, on February 28, 2020, March 19, 2020 and March 26, 2020, three unrelated investors agreed to invest USD6,000, USD4,000 and USD6,000 to purchase shares of the Company. The financing of the USD12,000 was completed on March 30, 2020, and the USD4,000 financing was terminated on April 14, 2020 as the investor failed to pay the purchase price by the agreed deadline. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of estimates | (a) Use of estimates The preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Functional currency | (b) Functional currency The consolidated financial statements are presented in US dollars (US$), which is the Company's functional currency. All financial information presented in US dollars has been rounded to the nearest dollar amount, unless otherwise stated. |
Income taxes | (c) Income taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carry forwards, if any. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company's management determined that the Cayman Islands is the Company's only major tax jurisdiction. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision is zero. |
Recently issued accounting standards | (d) Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's consolidated financial statements. |
Related Party Transaction (Tabl
Related Party Transaction (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transaction | Name of party Relationship Shenzhen Meten International Education Company Limited ( "Shenzhen Meten") Entity in immediate family |
Schedule of advances from the related party | For the Period from US$ Advances from the related party - Shenzhen Meten 5,142 Total 5,142 |
Schedule of amounts due to the related party | As of December 31, US$ Amounts due to the related party - Shenzhen Meten 5,142 Total 5,142 |
Organization and Principal Ac_2
Organization and Principal Activities (Details) - $ / shares | Dec. 31, 2019 | Sep. 27, 2019 |
Organization and Principal Activities (Textual) | ||
Ordinary shares, par value | $ 0.0001 | |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Purchase price | $ 0.0001 | |
Ordinary shares, share issued | 1 | 1 |
Related Party Transaction (Deta
Related Party Transaction (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Shenzhen Meten International Education Company Limited [Member] | |
Name of related party transaction | Entity in immediate family |
Related Party Transaction (De_2
Related Party Transaction (Details 1) | Dec. 31, 2019USD ($) |
Total advances from the related party | $ 5,142 |
Shenzhen Meten [Member] | |
Total advances from the related party | $ 5,142 |
Related Party Transaction (De_3
Related Party Transaction (Details 2) | Dec. 31, 2019USD ($) |
Total amounts due to the related party | $ 5,142 |
Shenzhen Meten [Member] | |
Total amounts due to the related party | $ 5,142 |
Related Party Transaction (De_4
Related Party Transaction (Details Textual) | Dec. 31, 2019USD ($) |
Related Party Transaction (Textual) | |
Amounts due to the related party | $ 5,142 |
Share Capital (Details)
Share Capital (Details) - $ / shares | Dec. 31, 2019 | Sep. 27, 2019 |
Share Capital (Textual) | ||
Authorized share capital | 500,000,000 | 500,000,000 |
Ordinary par value | $ 0.0001 | |
Share subscription receivable | $ 0.0001 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |||||
Mar. 31, 2020 | Mar. 30, 2020 | Mar. 26, 2020 | Mar. 19, 2020 | Feb. 28, 2020 | Apr. 14, 2020 | |
Subsequent Events (Textual) | ||||||
Acquisition, date of merger agreement | Dec. 12, 2019 | |||||
investors invest amount | $ 6,000 | $ 4,000 | $ 6,000 | |||
Financing completed amount | $ 12,000 | |||||
Financing terminated amount | $ 4,000 | |||||
EdtechX [Member] | ||||||
Subsequent Events (Textual) | ||||||
Merger transaction, description | Azimut Enterprises Holdings S.r.l. invested $20,000 in EdtechX to purchase 2,000,000 units of EdtechX, which were converted into same number of units of the Company upon closing of the merger transaction. |