Exhibit (a)(1)(c)

ELECTION TO PARTICIPATE AND EXERCISE WARRANTS

PURSUANT TO

OFFER TO EXERCISE

WARRANTS TO PURCHASE ORDINARY SHARES

METEN EDTECHX EDUCATION GROUP LTD.

THE OFFER (AND ASSOCIATED WITHDRAWAL RIGHTS) WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON THE EVENING OF JANUARY 5, 2021, UNLESS THE OFFER PERIOD IS EXTENDED.

The Depository Agent for the Offer is:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

1 State Street, 30th Floor
New York, NY 10004
Attention: Reorganization Department
Telephone: (917) 262-2378
Facsimile: (212) 616-7610

This Election to Participate and Exercise Warrants is provided to holders of record of outstanding IPO Warrants, Post-Merger Warrants and Placement Warrants to purchase 12,705,000 ordinary shares of Meten EdtechX Education Group Ltd. (the “Company”) issued in the Company’s business combination (“Business Combination”), and any subsequently issued warrants with identical terms and conditions (collectively, the “Warrants”), in connection with the Offer to Exercise Warrants to Purchase Ordinary Shares of Meten EdtechX Education Group Ltd., dated December 7, 2020, as may be amended or supplemented (the “Offer to Exercise”). The Company is providing the holders of the Warrants the opportunity to exercise their warrants at a temporarily reduced exercise price of $1.40 per ordinary share, upon the terms set forth in the enclosed Offer to Exercise. Capitalized terms not otherwise defined in this Election to Participate and Exercise Warrants shall have the meanings ascribed to them in the Offer to Exercise.

If you desire to exercise Warrants pursuant to the Offer to Exercise and you cannot deliver your Warrants and all other documents required by this Election to Participate and Exercise Warrants to the Depositary prior to the Expiration Date, you may tender your Warrants according to the guaranteed delivery procedures set forth in “Description of the Offer to Exercise — Section 8. Procedure for Participating in the Offer to Exercise and Exercising Warrants” of the Offer to Exercise.

The undersigned holder of Warrants, as the case may be, hereby:

1. Elects to participate in the Offer to Exercise with respect to ________________Warrants, and to exercise and purchase the number of shares of the Company’s ordinary shares issuable upon exercise of such number of shares of Warrants at the temporarily reduced exercise price of $1.40 per share.

2. If the holder of Placement Warrants, complete, sign, and return the Accredited Investor Questionnaire (attached hereto as Annex A).

(i) Delivers to the Company the aggregate exercise price in cash of $____________ (i.e., $1.40 times the number of shares you elect to purchase); or

(ii) £ Indicate that the Placement Warrants are being exercised on a cashless basis and that holder wishes that the “date of exercise” for purpose of the calculation of “Fair Market Value” as described in Section 3.3.1 of the Warrant Agreement shall be the date the Acceptance and Exercise Deliveries are received by the Depositary Agent.

Note that delivery of the Acceptance and Exercise Deliveries by a holder of Warrants shall be deemed a conditional exercise of such Warrants on and as of such delivery date – subject to the conditions set out in the Offer to Exercise and such holder’s withdrawal rights.

The Warrants, together with a properly completed Election to Participate and Exercise Warrants and any other documents required hereby, must be delivered to the Depositary Agent and not to the Company nor to any warrant solicitation agent engaged by the Company. ANY DOCUMENTS DELIVERED TO THE COMPANY, ANY INFORMATION AGENT OR ANY WARRANT SOLICITATION AGENT WILL NOT BE FORWARDED TO THE DEPOSITARY AGENT OR CONSIDERED DELIVERED TO THE DEPOSITARY AGENT AND WILL NOT BE DEEMED TO BE VALIDLY DELIVERED.

If there is inadequate space in any box above, list the information on a separate signed sheet and attach it to this Election to Participate and Exercise Warrants.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

ACKNOWLEDGMENTS AND REPRESENTATIONS AND WARRANTIES

The undersigned hereby understands and acknowledges that:

1. To accept the Offer to Exercise the undersigned must comply with the “Instructions for Delivery” enclosed with this Election to Participate and Exercise Warrants.

2. If the undersigned elects to participate in the Offer to Exercise and the conditions to the Offer to Exercise are satisfied prior to the Expiration Date, then immediately following the Expiration Date the undersigned will automatically exercise the undersigned’s Warrants at the temporarily reduced exercise price of $1.40 per share.

3. If the undersigned elects not to participate in the Offer to Exercise with respect to any of its Warrants, then the exercise price and the other terms of the undersigned’s Warrants not tendered in the Offer to Exercise will remain unmodified, with an exercise price of $11.50 per share, unless the Participation Requirement is met and then the Warrants will be subject to the Second Reduction Period.

4. If the undersigned chooses to participate in the Offer to Exercise and execute and deliver this Election to Participate and Exercise Warrants along with the aggregate exercise price applicable to the undersigned’s Warrants, the Company will, if the holder is exercising for cash, place the aggregate exercise price funds into a separate non-interest bearing account established by the Depositary Agent until the Expiration Date. Under no circumstances will interest be paid on the exercise price of the Warrants, regardless of any extension of, or amendment to, the Offer to Exercise or any delay in issuing ordinary shares upon the exercise of the Warrants.

5. If the undersigned elects to exercise Placement Warrants on a cashless basis, Delivery of Acceptance and Exercise Deliveries by a holder of Placement Warrants shall be deemed a conditional exercise of such Placement Warrants on and as of such delivery date – subject to the conditions set out herein and such holders withdrawal rights and that the “date of exercise” for purpose of the calculation of “Fair Market Value” as described in Section 3.3.1 of the Warrant Agreement shall be the date the Acceptance and Exercise Deliveries are received by the Depositary Agent.

6. By exercising the Warrants pursuant to the procedure described in the Offer to Exercise and in the instructions to this Election to Participate and Exercise Warrants, the undersigned accepts the terms and conditions of the Offer to Exercise and understands that the acceptance of Warrants by the Company will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer to Exercise.

7. The Company has advised the undersigned to consult with the undersigned’s own legal, tax, accounting and financial advisors as to the consequences of participating or not participating in the Offer to Exercise.

8. The undersigned understands that this Offer to Exercise is not being offered to holders in any jurisdiction in which the offering or acceptance of participation in the Offer to Exercise would not be in compliance with the laws of such jurisdiction.

9. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the undersigned’s death or incapacity, and all of the undersigned’s obligations hereunder shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. Except as stated in the Offer to Exercise, this Election to Participate and Exercise Warrants is irrevocable.

10. Upon request, the undersigned will execute and deliver any additional documents deemed by the Company or the Depositary Agent to be necessary or desirable to complete the exercise of the Warrants pursuant to the Offer to Exercise.

11. The undersigned acknowledges that: All questions as to the number of Warrants to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for exercise pursuant to the Offer to Exercise of any Warrants will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties, subject to the judgments of any courts. The Company reserves the absolute right to reject any or all exercises of Warrants it determines not to be in proper form or to reject those Warrants, the acceptance of which may, in the opinion of the Company’s counsel, be unlawful. The Company also

reserves the absolute right to waive any of the conditions of the Offer to Exercise and any defect or irregularity in the exercise of any particular Warrants, and the Company’s interpretation of the terms of the Offer to Exercise (including the instructions contained in the Election to Participate and Exercise Warrants) will be final and binding on all parties, subject to the judgments of any court with jurisdiction over the Company. No exercise of Warrants will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with exercises must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in exercises and none of them will incur any liability for failure to give any such notice.

The undersigned hereby represents and warrants that the undersigned has the full power and authority to execute, deliver, and perform any obligations hereunder and that, when and to the extent the Warrants are accepted for exercise by the Company, the Warrants will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements, or other obligations relating to the sale or transfer thereof, and the Warrants will not be subject to any adverse claims.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

By completing the Offer to Exercise and returning this signature page, the undersigned’s Warrants will be deemed exercised in accordance with the terms and conditions of the Warrants as modified by the Offer to Exercise.

If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact or another person acting in a fiduciary or representative capacity, please set forth the signatory’s full title and include with this Election to Participate and Exercise Warrants proper evidence of the authority of such person to act in such capacity.

Date: __________________, 202__	By:
		(signature)


		(print name)

		Address:

		Telephone:

		Fax:

		Tax ID:

Guarantee of Signature (If required by Instructions)

Authorized Signature:

Name:

Title:

Name of Firm:
		(Must be an Eligible Institution as defined in Instructions)

Address:

Telephone Number:

Dated:

INSTRUCTIONS FOR DELIVERY

Your right to participate in the Offer to Exercise will automatically expire if you do not properly elect to participate on or before the Expiration Date of 11:59 PM Eastern Time January 5, 2021, as may be extended in the Company’s sole discretion. The Company will not accept any alternative or contingent exercises. By execution of this Election to Participate and Exercise Warrants, you waive any right to receive any notice of the acceptance of the Warrants, except as provided in the Offer to Exercise.

To effect your acceptance of the Offer to Exercise you must:

1. Complete, sign, and return this Election to Participate and Exercise Warrants.

2. Provide a book-entry confirmation (as described below) of the transfer of your the Warrants into the Depositary Agent’s account.

(i) Pay the exercise price ($1.40 x the number of ordinary shares you elect to purchase pursuant to the Warrants), in the form of a check payable to Continental Stock Transfer & Trust Company as agent for Meten EdtechX Education Group Ltd., or by wire transfer to the Company’s account at the Depositary Agent, as set forth below; or

(ii) Indicate that the Placement Warrants are being exercised on a cashless basis and that holder wishes that the “date of exercise” for purpose of the calculation of “Fair Market Value” as described in Section 3.3.1 of the Warrant Agreement shall be the date the Acceptance and Exercise Deliveries are received by the Depositary Agent.

No signature guarantee is required if either:

(a) this Election to Participate and Exercise Warrants is signed by the registered holder of the Warrants exactly as the name of the registered holder appears on the certificate tendered with this Election to Participate and Exercise Warrants, the certificates for the ordinary shares are to be issued in the name of the registered holder of the Warrants and the certificate for the ordinary shares are to be delivered to the person in whose name such ordinary shares are to be issued; or

(b) such Warrants are tendered for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approval Signature Guarantee Medallion Program (each such entity, an “Eligible Institution”).

In all other cases, an Eligible Institution must guarantee all signatures on this Election to Participate and Exercise Warrants.

If a registered owner of Warrants wants to tender his, her or its Warrants pursuant to the Offer to Exercise, but the Warrant certificates are not immediately available or time will not permit all required documents to reach the Depositary prior to the Expiration Date, Warrant holders can still tender their Warrants pursuant to the guaranteed delivery procedure set forth in the Offer to Exercise, which requires the following:

(a) the tender must be made by or through an Eligible Institution;

(b) the Depositary must receive by hand, mail or overnight courier on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form the provided with the Offer to Exercise, with signatures guaranteed by an Eligible Institution and proper payment of the reduced exercise price of the Warrants; and

(c) the Depositary must receive, within two Nasdaq trading days after the execution of the Notice of Guaranteed Delivery, as provided in the Offer to Exercise:

(i) the certificates for all physically delivered Warrants (or an Affidavit of Loss and Indemnification Agreement as set forth below) in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary’s account at DTC of all Warrants delivered electronically;

(ii) a properly completed and duly elected Election to Participate and Exercise Warrants with any required signature guarantees; and

(iii) any other documents required by this Election to Participate and Exercise Warrants.

Except as specifically permitted by the Offer to Exercise, no alternative or contingent exercises will be accepted.

Each registered holder who elects to exercise Warrants pursuant to the Offer to Exercise shall also deliver to the Depositary a correct taxpayer identification number on form W-9 (request for taxpayer identification number and certification), a copy of which is included as Annex B hereto. Failure to provide the information on the form may subject such holder to penalties for each such failure and to U.S. Federal income tax backup withholding (currently at a 24% rate) with respect to distributions that may be paid by the company on ordinary shares purchased upon the exercise of the Warrants.

The Election to Participate and Exercise Warrants, the Warrants, and the exercise price must be received at the respective addresses below (or in the case of a wire, pursuant to the wire instructions set forth below) on or before the Expiration Date of 11:59 p.m. (Eastern Time) on the evening of January 5, 2021, as may be extended by the Company in its sole discretion. The method of delivery of all documents is at the election and risk of the tendering warrant holder, and the delivery will be deemed made only when actually received by the Depositary Agent. In light of the current COVID-19 situation, the Company strongly recommends that all Acceptance and Exercise Deliveries be made to Continental Stock Transfer & Trust Company by fax or by registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery.

ADDRESS FOR DELIVERY OF ACCEPTANCE AND EXERCISE DOCUMENTS (i.e., ITEMS 1-3 ABOVE):		Continental Stock Transfer & Trust Company 1 State Street, 30th Floor, New York, NY 10004 Attn: Reorganization Department Phone: (917) 262-2378 Facsimile: (212) 616-7610
WIRE TRANSFER INSTRUCTIONS FOR EXERCISE PRICE OF WARRANTS:*		JP Morgan Chase ABA Routing No.: 021 000 021 SWIFT CODE: CHASUS33 Account Name: Continental Stock Transfer as agent for Meten EdtechX Account Number: 475-485504 Reference: warrant offer for (shareholder name)
		* MUST INCLUDE THE WARRANT HOLDER’S NAME AND ADDRESS
ADDRESS FOR DELIVERY OF CHECKS FOR EXERCISE PRICE OF WARRANTS:**		Continental Stock Transfer & Trust Company 1 State Street, 30th Floor, New York, NY 10004 Attn: Reorganization Department
		** CHECK MUST INCLUDE THE WARRANT HOLDER’S NAME AND ADDRESS AND BE MADE PAYABLE TO “CONTINENTAL STOCK TRANSFER & TRUST COMPANY AS AGENT FOR METEN EDTECHX EDUCATION GROUP LTD.”

DELIVERY OF THE ITEMS SET FORTH ABOVE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

Annex A

ACCREDITED INVESTOR QUESTIONNAIRE

The undersigned understands that the purpose of this Questionnaire is to permit Meten EdtechX Education Group Ltd. (“Meten EdtechX”) to determine whether the undersigned is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Act”). The undersigned represents to Meten EdtechX that (i) the information contained herein is complete and accurate and may be relied upon by Meten EdtechX, and (ii) the undersigned will notify Meten EdtechX immediately of any change in any of such information.

All information furnished is for the sole use of Meten EdtechX and its counsel and will be held in confidence by Meten EdtechX and its counsel, except that this Questionnaire may be furnished to such parties as Meten EdtechX deems desirable to establish compliance with federal or state securities laws.

A. For Individuals:

The undersigned individual is an “Accredited Investor” for one or more of the following reasons (check all that apply):

£ The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000. For purposes of the foregoing, “net worth” shall be deemed to include all of your assets, liquid or illiquid (including such items as furnishings, automobile and restricted securities, but excluding the value of your primary residence) minus any liabilities (including such items as loans and other debts and liabilities, but excluding any mortgage on your primary residence to the extent that it does not exceed the fair market value of such residence).

£ The undersigned is an individual (not a partnership, corporation, etc.) who had (i) an individual income in excess of $200,000 or (ii) joint income together with their spouse in excess of $300,000, in each of the two most recent years and reasonably expect to reach the same income level in the current year. For purposes of the foregoing, “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income”. For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes of this question. For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.

£ The undersigned is a director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer.

£ The undersigned is a natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).

£ The undersigned is a natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the Issuer.

£ The undersigned individual is not an “Accredited Investor” because none of the above apply. The undersigned acknowledges that in the event he or she choses to engage a purchaser representative, the undersigned will be required to complete a “Purchaser Representative Questionnaire,” in the form to be provided by the Company, to participate in the Offer to Amend and Exercise. The undersigned must notify the Company if he or she choses to engage a purchaser representative.

Annex A-1

B. For Entities:

The undersigned is an “Accredited Investor” because the undersigned falls within at least one of the following categories (Check all appropriate lines):

£ (i) a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

£ (ii) a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

£ (iii) an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;

£ (iv) An investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940;

£ (v) an insurance company as defined in Section 2(a)(13) of the Act;

£ (vi) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Act;

£ (vii) a Small Investment Company licensed by the U.S. Small Business Investment Act of 1958, as amended;

£ (viii) a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;

£ (ix) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, where such plan has total assets in excess of $5,000,000;

£ (x) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the Investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000 or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors;

£ (xi) a private business development company, as defined in Section 202(a(22) of the Investment Advisers Act of 1940 as emended

£ (xii) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000

£ (xiii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person, who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

£ (xiv) an entity in which all of the equity investors are persons or entities described above;

£ (xv) an entity of a type not listed in clauses (i) through (xiv) above, that is not formed for the specific purpose of acquiring the Securities and owns investments in excess of $5 million. For purposes of this clause, “investments” means investments as defined in Rule 2a51-1(b) under the Investment Company Act of 1940;

£ (xvi) a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (a) has assets under management in excess of $5 million; (b) is not formed for the specific purpose of acquiring the Securities and (c) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment;

Annex A-2

£ (xvii) A family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of clause (xvi) above and whose prospective investment in the Issuer is directed by that family office pursuant to clause (xvi)(c) above.

£ The undersigned is an entity all the equity owners of which are “Accredited Investors: within one or ore of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Questionnaire. (Described the entity below).

£ The undersigned entity is not an “Accredited Investor” because none of the above apply, The undersigned acknowledges that in the event the undersigned choses to engage a purchaser representative, the undersigned will be required to complete a “Purchaser Representative Questionnaire” in the form to be provided by the Company to participate in the Offer to Amend and Exercise. The undersigned must notify the Company if such entity choses to engage a purchaser representative.

£ The undersigned is an entity all the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this Questionnaire. (Describe the entity below).

£ The undersigned entity is not an “Accredited Investor” because none of the above apply. The undersigned acknowledges that in the event the undersigned choses to engage a purchaser representative, the undersigned will be required to complete a “Purchaser Representative Questionnaire,” in the form to be provided by the Company, to participate in the Offer to Amend and Exercise. The undersigned must notify the Company if such entity choses to engage a purchaser representative.

The foregoing representations are true and accurate as of the date hereof.

Dated: _____________, 202__


		Name of Investor


		(Signature)


		Printed Name


		Title (if applicable)


		Name of joint investor or other person whose signature if is required


		Signature


		Title (if applicable)

Annex A-3

Annex B

Annex B-1

Annex B-2

Annex B-3

Annex B-4

Annex B-5

Annex B-6