BEIJING, Dec. 12,
2023 /PRNewswire/ -- 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.
About Gravitas Education Holdings, Inc.
Founded on the core values of "Care" and "Responsibility,"
"Inspire" and "Innovate," Gravitas Education Holdings, Inc.
(formerly known as RYB Education, Inc.) is a leading early
childhood education service provider in China. Since opening
its first play-and-learn center in 1998, the Company has grown and
flourished with the mission to provide high-quality, individualized
and age-appropriate care and education to nurture and inspire each
child for his or her betterment in life. During its two
decades of operating history, the Company has built itself into a
well-recognized education brand and helped bring about many new
educational practices in China's
early childhood education industry. GEHI's comprehensive
early childhood education solutions meet the needs of children from
infancy to 6 years old through structured courses at kindergartens
and play-and-learn centers, as well as at-home educational products
and services.
Forward Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident" and similar statements.
Statements that are not historical facts, including statements
about the Company's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: the
Company's brand recognition and market reputation; student
enrollment in the Company's teaching facilities; the Company's
growth strategies; its future business development, results of
operations and financial condition; trends and competition in
China's early childhood education
market; changes in its revenues and certain cost or expense items;
the expected growth of the Chinese early childhood education
market; Chinese governmental policies relating to the Company's
industry and general economic conditions in China. Further information regarding these and
other risks is included in the Company's filings with the SEC. All
information provided in this press release and in the attachments
is as of the date of this press release, and the Company undertakes
no obligation to update any forward-looking statement, except as
required under applicable law.
CONTACT: Gravitas Education Holdings, Inc., Investor
Relations, E-mail: ir@geh.com.cn
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SOURCE Gravitas Education Holdings Inc.
