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Gravitas Education Holdings, Inc. (the "Company") (NYSE:GEHI) announced that the effective time of the merger between Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (the "Merger Sub") and Elmtree Inc., a Cayman Islands exempted company limited by shares wholly owned by Best Assistant Education Online Limited, a Cayman Islands exempted company ("Best Assistant") and a controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX: 0777, "NetDragon") ("eLMTree") (the "Merger") is expected to be 3:00 A.M. (Eastern Time) on December 13, 2023.
As a result of the Merger, GEHI will change its corporate name to "Mynd.ai, Inc." and its ticker to "MYND." The CUSIP of the Company's ADSs will be changed to 628988 107. The ISIN of the Company's ADSs will be changed to US6289881079. The ADSs of the Company are expected to start trading on NYSE American under the new name and ticker at the open on December 13, 2023.
The previously announced purchase by an affiliate of Ascendent Rainbow (Cayman) Limited of US$65 million principal amount of secured convertible notes issued by the Company is expected to take place concurrently with the effective time of the Merger.
The previously announced secondary sale between NetDragon WebSoft, Inc. ("ND BVI"), a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of NetDragon, and Joy Year Limited, Bloom Star Limited, Ascendent Rainbow (Cayman) Limited, Trump Creation Limited and China Growth Capital Limited (collectively, the "Founding Shareholders") has completed on December 12, 2023, pursuant to which ND BVI has acquired 8,528,444 Class A ordinary shares of the Company (representing 30% of the outstanding share capital of the Company as of the date hereof) from the Founding Shareholders at an aggregate consideration of US$15 million.
The previously announced divestiture by the Company of all its education business in China to Rainbow Companion, Inc., a purchaser consortium formed by the Founding Shareholders and their affiliates at a consideration of US$15 million has completed on December 12, 2023. The Company has ceased to operate any education business in China.
Posted In: GEHI
