NetDragon Websoft Holdings Completes Spin-off of Overseas Education Business

December 15, 2023

Cleary Gottlieb represented Best Assistant Education Online Limited, a subsidiary of NetDragon Websoft Holdings Limited (NetDragon), in the completion of its reverse acquisition of Gravitas Education Holdings Inc. (GEHI), an NYSE-listed company.

The reverse merger became effective on December 14, 2023, and as part of the transaction, NetDragon carved-out its overseas education business at a valuation of approximately $750 million, reverse merged with GEHI for listing on the NYSE American, and GEHI divested its entire China business. Upon the closing, GEHI changed its name to MYND.AI to reflect the new brand and the direction of the company to pursue the transformation of education with artificial intelligence (AI).

Immediately after the closing of the transaction, NetDragon holds approximately 74.4% of the issued share capital of MYND.AI, which in turn owns the NetDragon overseas education business. As part of the transaction, Ascendent Capital Partners purchased $65 million convertible bonds issued by MYND.AI.

NetDragon is a China-based global leader in building internet communities, and its issued shares are listed on the Main Board of Hong Kong Stock Exchange (HKSE: 00777). NetDragon is principally engaged in online and mobile games development, including games design, programming and graphics and online and mobile games operation, education business, mobile solution, products and marketing business, and property project business.