Gravitas Education announces plan to close mergers, transfer to NYSE

Gravitas Education announced that the transaction parties have received all necessary regulatory approvals related to the merger transaction by and among the company, NetDragon Websoft and Elmtree, a Cayman Islands exempted company limited by shares wholly owned by Best Assistant. All conditions precedent to closing have been satisfied, and the transaction parties will proceed with the closing of the merger. As previously announced, a special cash dividend of $5.628 per American depositary share, or $0.5628 per ordinary share, will be payable on or before the 21st day after the date of closing to shareholders of record at the close of business in the Cayman Islands and holders of ADSs at the close of business in New York on December 11. The aggregate amount of cash dividends to be paid is approximately $16M. In order to retain the right to the cash dividend, ADS holders of the company need to hold the ADSs until the ex-dividend date, which shall be the first business day after the closing. The company also announced that it has entered into a second omnibus amendment and waiver, pursuant to which the transaction parties have agreed, among other things, to change the acceptable listing venue of the company, to amend certain condition precedent to closing and to amend and waive certain condition precedent to the sale of the Company’s shares by certain existing shareholders of the company pursuant to a share purchase agreement dated April 18, as amended, to NetDragon. Pursuant to the second amendment agreement, the transaction parties have agreed that in addition to New York Stock Exchange, NYSE American and any tier of the Nasdaq Stock Market are also the qualified stock exchanges on which the company may be listed in connection with the merger. The company further announced that it will transfer the listing of its ADSs from the NYSE to NYSE American upon completion of the merger. The company has received the approval for listing from the staff of the NYSE American on December 6. The company expects to begin trading on the NYSE American on or about December 13 under the new name “Mynd.ai, Inc.” and the new ticker symbol of “MYND”. Before that, the company will continue to trade on NYSE under its current ticker symbol “GEHI“.