Grunnleggende statistikk
| LEI | 5493008D9KDCA2T7DN67 |
| CIK | 1708441 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RYB Education Inc - ADR
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| September 9, 2025 |
Mynd.ai Completes the Acquisition of Award-Winning AI Voice and Remote Control Technology Exhibit 99.1 Mynd.ai Completes the Acquisition of Award-Winning AI Voice and Remote Control Technology Seattle, WA., September 9, 2025 – Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE American: MYND) today announced that it finalized the strategic acquisition of Merlyn Mind, Inc. software solutions, patents, trademarks, know-how and other intellectual property and other assets related to an award-w |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corpo |
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| August 27, 2025 |
Management Discussion & Analysis of Financial Condition and Results of Operations Exhibit 99.2 Management Discussion & Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Mynd.ai, Inc. (the “Company” or “Mynd”) should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024, and the accompanying not |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporat |
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| August 27, 2025 |
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Mynd.ai, Inc. Exhibit 99.1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Mynd.ai, Inc. Unaudited Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 2 Unaudited Consolidated Statements of Operations for the six months ended June 30, 2025 and 2024 3 Unaudited Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2025 and 2024 4 Unaudited Consolidated Statements of Change |
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| August 27, 2025 |
Exhibit 99.1 Mynd Announces 2025 First Half Results Highlights Include Introduction of Transformational Modular Technology Infrastructure in H1 2025, Significant Reduction of Debt, Net Loss improvement of 38.7%, and Entry into Definitive Agreement to Acquire Award-Winning Technology for an AI-Based Voice Assistant Solution Seattle, WA., August 27, 2025 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NY |
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| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporat |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporat |
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| August 26, 2025 |
Mynd.ai Enters into Agreement to Acquire Award-Winning AI Voice and Remote-Control Technology Exhibit 99.1 Mynd.ai Enters into Agreement to Acquire Award-Winning AI Voice and Remote-Control Technology Seattle, WA., August 26, 2025 – Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE American: MYND) today announced that it has entered into a definitive agreement to acquire all of the software, patents, trademarks, know-how and other intellectual property related to an award-winning AI voice and |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands (Address of principal executive offi |
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| April 9, 2025 |
Mynd.ai Announces CEO Transition Exhibit 99.1 Mynd.ai Announces CEO Transition SEATTLE, April 9, 2025 - Mynd.ai, Inc. ("Mynd" or the "Company") (NYSE American: MYND), a global leader in interactive hardware and software solutions for education and enterprise, today announced that Vin Riera, Chief Executive Officer, will be stepping down from his role as CEO effective April 11, 2025, after eight years of exceptional leadership in |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporate |
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| March 26, 2025 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Mynd.ai. Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arthur Giterman, Chief Financial Officer of the Company, certify, pur |
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| March 26, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Vin Riera, certify that: 1.I have reviewed this annual report on Form 20-F of Mynd.ai. Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci |
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| March 26, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Arthur Giterman, certify that: 1.I have reviewed this annual report on Form 20-F of Mynd.ai. Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| March 26, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. |
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| March 26, 2025 |
Exhibit 11.1 INSIDER TRADING POLICY APPROVED: January 27, 2025 1.Purpose Mynd.ai, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Insider Trading Policy (this “Policy”) with respect to Transacti |
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| March 26, 2025 |
Mynd Announces Fiscal Year 2024 Results Exhibit 99.1 Mynd Announces Fiscal Year 2024 Results Highlights Include Sale of a Non-strategic Business Unit, Significant Reduction of Debt, and Implementation of a Share Repurchase Program to Strengthen the Company and Enhance Long Term Shareholder Value Seattle, WA., March 26, 2025 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NYSE American: MYND) today announced financial results for the fiscal y |
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| March 26, 2025 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Mynd.ai. Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vin Riera, Chief Executive Officer of the Company, certify, pursuant |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| October 21, 2024 |
Mynd.ai Announces $10 Million Share Repurchase Program Exhibit 99.1 Mynd.ai Announces $10 Million Share Repurchase Program Seattle, WA., October 21, 2024 – Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE American: MYND) today announced that the Company’s Board of Directors has authorized the repurchase of up to $10 million of its American depositary shares (“ADSs”) and/or ordinary shares as market conditions and the Company’s liquidity warrant. “We are |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands (Address of principal executive of |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands (Address of principal executive of |
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| October 8, 2024 |
Exhibit 99.1 Mynd.ai Closes $20 Million Sale of Non-strategic Business Unit and Announces Additional Strategic Actions to Enhance Operations, Strengthen Cash Position and Drive Long-Term Shareholder Value Seattle, WA., October 8, 2024 – Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE American: MYND) today announced a series of strategic actions designed to enhance the Company’s operations and drive |
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| August 29, 2024 |
Exhibit 99.1 Mynd Announces 2024 First Half Results Gross Margins Increased 100 Basis Points to 27.3%; Adjusted EBITDA loss improved by $0.6 million Seattle, WA., August 29, 2024 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NYSE American: MYND) today announced financial results for the first half of 2024 (H1 2024). H1 2024 Key Financial Milestones –Revenue of $166.0 million compared to $222.5 millio |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporat |
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| August 28, 2024 |
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Mynd.ai, Inc. Exhibit 99.1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Mynd.ai, Inc. Unaudited Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 2 Unaudited Consolidated Statements of Operations for the six months ended June 30, 2024 and 2023 3 Unaudited Consolidated Statements of Comprehensive Loss for the six months ended June 30, 2024 and 2023 4 Unaudited Consolidated Statements of Change |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission file number: 001-38203 Mynd.ai, Inc. (Exact name of Registrant as specified in its charter) Not applicable (Translation of Registrant’s name into English) Maples Corporat |
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| August 28, 2024 |
Management Discussion & Analysis of Financial Condition and Results of Operations Exhibit 99.2 Management Discussion & Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Mynd.ai, Inc. (the “Company” or “Mynd”) should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023, and the accompanying not |
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| July 26, 2024 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-280853 PROSPECTUS Mynd.ai, Inc. $50,000,000 Ordinary Shares American Depositary Shares Representing Ordinary Shares Preferred Shares Subscription Rights Warrants Units We may offer, issue and sell from time to time up to $50,000,000 of our ordinary shares, American Depositary Shares (“ADS”) representing ordinary shares, preferred shar |
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| July 24, 2024 |
Mynd.ai, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Mynd.ai, Inc. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands July 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Scott Anderegg RE: Mynd.ai, Inc. (the “Company”) Registration Statement on Form F-3 (the “Registration Statement”) Filed July 17, 2024 File No. 333-280853 Dear Mr. Ande |
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| July 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Mynd.ai, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registratio |
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| July 17, 2024 |
As filed with the Securities and Exchange Commission on July 17, 2024 As filed with the Securities and Exchange Commission on July 17, 2024 Registration No. |
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| April 3, 2024 |
As filed with the Securities and Exchange Commission on April 3, 2024 As filed with the Securities and Exchange Commission on April 3, 2024 Registration No. |
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| April 3, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) Mynd.ai, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, $0.001 par value per |
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| April 3, 2024 |
Mynd.ai, Inc. Equity Incentive Plan Article 1. ESTABLISHMENT, PURPOSE AND DURATION Exhibit 99.1 Mynd.ai, Inc. Equity Incentive Plan Article 1. ESTABLISHMENT, PURPOSE AND DURATION 1.1 Establishment. Mynd.ai, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, establishes an incentive compensation plan to be known as the Mynd.ai, Inc. Equity Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified St |
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| March 27, 2024 |
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2023, is made and entered into by and among Gravitas Education Holdings, Inc. (a/k/a Mynd.ai, Inc.), a Cayman Islands exempted company (the “Company”), and each of the parties set forth on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). RECITALS WHEREAS, o |
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| March 27, 2024 |
Exhibit 11.1 INSIDER TRADING POLICY APPROVED: December 13, 2023 1.Purpose Mynd.ai, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Insider Trading Policy (this “Policy”) with respect to Transact |
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| March 27, 2024 |
Exhibit 4.8 Execution Copy LOAN AND SECURITY AGREEMENT Dated as of June 25, 2018 PROMETHEAN WORLD LIMITED, as Parent and PROMETHEAN INC., and PROMETHEAN LIMITED, as Borrowers BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page LIST OF EXHIBITS AND SCHEDULES Exhibit A Assignment Exhibit B Assignment Notice Exhibit C Compliance Cert |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EX |
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| March 27, 2024 |
Exhibit 99.1 Mynd Announces Fiscal Year 2023 Results Delivers Revenue of $413.6 Million and Successfully Completes Transformational Merger Transaction Seattle, WA., March 27, 2024 – Mynd.ai, Inc. (the “Company” or “Mynd”) (NYSE American: MYND) today announced financial results for the fiscal year ended December 31, 2023. - Revenue of $413.6 million for the full year, compared to $584.6 million in |
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| March 27, 2024 |
Exhibit 2.9 Execution Version DATED DECEMBER 13, 2023 ELMTREE INC. as Chargor and WILMINGTON SAVINGS FUND SOCIETY, FSB as Collateral Agent SHARE CHARGE CONTENTS The table of contents is empty. Heading styles must be applied in the document and be selected in the table of contents properties panel. -i- TK-905166 THIS SHARE CHARGE (referred to herein as this “Deed”) is made and delivered as a deed o |
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| March 27, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Arthur Giterman, certify that: 1.I have reviewed this annual report on Form 20-F of Mynd.ai. Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of |
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| March 27, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Vin Riera, certify that: 1.I have reviewed this annual report on Form 20-F of Mynd.ai. Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci |
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| March 27, 2024 |
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 4.12 Execution Version FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 30, 2022, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LI |
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| March 27, 2024 |
Exhibit 4.4 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is entered into as of December 13, 2023, by and among Mynd.ai, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and formerly known as Gravitas Education Holdings, Inc. (the “Company”), and the investor listed on the signature page heret |
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| March 27, 2024 |
Exhibit 4.2 INDEMNIFICATION AGREEMENT ADOPTED: DECEMBER 13, 2023 This Indemnification Agreement (this “Agreement”) is made as of December 13, 2013, by and between Mynd.ai, Inc., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the |
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| March 27, 2024 |
March 26, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Mynd.ai, Inc. (formerly Gravitas Education Holdings, Inc.) under Item 16F of its Form 20-F dated March 26, 2024. We agree with the statements concerning our Firm in such Form 20-F; we are not in a position to agree or disagree with other statements of Mynd.ai |
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| March 27, 2024 |
Exhibit 97.1 Confidential DODD-FRANK CLAWBACK POLICY APPROVED: December 13, 2023 Confidential The Board of Directors (the “Board”) of Mynd.ai, Inc., and its successors (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final |
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| March 27, 2024 |
SECOND OMNIBUS AMENDMENT AND WAIVER Exhibit 4.7 EXECUTION VERSION CONFIDENTIAL SECOND OMNIBUS AMENDMENT AND WAIVER This SECOND OMNIBUS AMENDMENT AND WAIVER, dated as of December 7, 2023 (this “Omnibus Amendment”), is by and among: (i)Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii)Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”) |
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| March 27, 2024 |
Mynd.ai, Inc. Equity Incentive Plan Article 1. ESTABLISHMENT, PURPOSE AND DURATION Exhibit 4.1 Mynd.ai, Inc. Equity Incentive Plan Article 1. ESTABLISHMENT, PURPOSE AND DURATION 1.1Establishment. Mynd.ai, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands, establishes an incentive compensation plan to be known as the Mynd.ai, Inc. Equity Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stoc |
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| March 27, 2024 |
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 4.13 Execution Version FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of January 19, 2023, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LI |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104 Cayman Islands (Address of principal executive offi |
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| March 27, 2024 |
Exhibit 1.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Gravitas Education Holdings, Inc. (ROC #180256) (the "Company") TAKE NOTICE that at the Extraordinary General Meeting of the shareholders of the Company held on 11 September 2023, the following special resolutions were passed on 11 September 2023 and become effective on 13 December 2023: |
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| March 27, 2024 |
Execution Version SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 18, 2023, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC. |
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| March 27, 2024 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 4.10 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 24, 2019, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LIMITED, a company inc |
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| March 27, 2024 |
Mynd.ai, Inc. - Ordinary Shares (Incorporated under the laws of the Cayman Islands) Exhibit 2.2 Mynd.ai, Inc. - Ordinary Shares (Incorporated under the laws of the Cayman Islands) Number: Shares Share capital is US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 990,000,000 Ordinary Shares of par value US$0.001 each, (ii) 10,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the board of directors may determine in accorda |
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| March 27, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Mynd.ai. Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arthur Giterman, Chief Financial Officer of the Company, certify, pur |
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| March 27, 2024 |
MYND.AI, INC. CONVERTIBLE PROMISSORY NOTE Execution Version THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). |
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| March 27, 2024 |
Exhibit 4.11 Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of December 20, 2021, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN L |
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| March 27, 2024 |
Exhibit 4.6 EXECUTION VERSION CONFIDENTIAL OMNIBUS AMENDMENT AND WAIVER This OMNIBUS AMENDMENT AND WAIVER, dated as of October 18, 2023 (this “Omnibus Amendment”), is by and among: (i) Gravitas Education Holdings, Inc., a Cayman Islands exempted company (“GEHI”), (ii) Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of GEHI (“Merger Sub”), (iii)Best |
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| March 27, 2024 |
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 4.14 Execution Version SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of March 6, 2023, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 (“Parent”), PROMETHEAN INC., a Delaware corporation (“Promethean U.S.”), PROMETHEAN LIMIT |
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| March 27, 2024 |
FIRST AMENDMENT AND LIMITED CONSENT TO LOAN AND SECURITY AGREEMENT Exhibit 4.9 Execution Version FIRST AMENDMENT AND LIMITED CONSENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT AND LIMITED CONSENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is dated as of August L, 2018, and is entered into by and among PROMETHEAN WORLD LIMITED, a company incorporated in England and Wales with company number 07118000 ("Parent"), PROMETHEAN INC., a Delaware corporati |
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| March 27, 2024 |
Description of Ordinary Shares Exhibit 2.6 Description of Ordinary Shares Ordinary Shares. Our ordinary shares are issued in registered form and are issued when registered in our register of shareholders. We may not issue shares to bearer. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares. Dividends. The holders of our ordinary shares are entitled to such dividends as may be decla |
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| March 27, 2024 |
Exhibit 2.7 SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Senior Secured Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of April 18, 2023, by and between Gravitas Education Holdings, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company |
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| March 27, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Mynd.ai. Inc. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vin Riera, Chief Executive Officer of the Company, certify, pursuant |
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| February 6, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Mynd.ai, Inc. (Name of Issuer) Ordinary Shares, par value $0.001 per share (Title of Class of Securities) 628988 107** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 6, 2024 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0. |
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| February 6, 2024 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0. |
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| February 6, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Mynd.ai, Inc. (Name of Issuer) Ordinary Shares, par value $0.001 per share (Title of Class of Securities) 628988 107** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman Cayman Island KY1-1104 (Address of principal executive off |
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| December 22, 2023 |
RYB / RYB Education Inc - ADR / NetDragon Websoft Holdings Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Mynd.ai, Inc. (Name of Issuer) Ordinary Shares, Par Value US$0.001 Per Share (Title of Class of Securities) 628988 107(1) (CUSIP Number) Allyson Krause General Counsel Mynd.ai, Inc. 720 Olive Way Suite 1500 Seattle, WA 98101 Telephone: (888) 652-2848 With |
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| December 22, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary s |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38203 Mynd.ai, Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Mynd.ai, Inc. 7 |
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| December 14, 2023 |
As filed with the Securities and Exchange Commission on December 14, 2023 As filed with the Securities and Exchange Commission on December 14, 2023 Registration No. |
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| December 13, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No. |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38203 Mynd.ai, Inc. Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman Cayman Island KY1-1104 (Address of principal executive of |
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| December 13, 2023 |
Mynd.ai, Inc. Consummates Merger Transaction Exhibit 99.1 Mynd.ai, Inc. Consummates Merger Transaction Seattle, WA, December 13, 2023 /PRNewswire/ — Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE: MYND), is pleased to announce the successful completion of the merger transaction (“Merger Transaction”) by which Gravitas Education Holdings, Inc. (“GEHI”) acquired Elmtree Inc. (“eLMTree”) from Best Assistant Education Online Limited, a subsidiary |
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| December 12, 2023 |
Gravitas Education Holdings, Inc. Announces Expected Timing for the Effective Time of the Merger Exhibit 99.1 Gravitas Education Holdings, Inc. Announces Expected Timing for the Effective Time of the Merger BEIJING, December 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” |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Ch |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Gravitas Education Holdings, Inc. (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employe |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of Ch |
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| December 7, 2023 |
GEHI Announces Plan for Closing of Merger and Transfer to NYSE American Exhibit 99.1 GEHI Announces Plan for Closing of Merger and Transfer to NYSE American BEIJING, December 7, 2023 - Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, announced today that, the transaction parties have received all necessary regulatory approvals related to the merger transaction (the “Merger”) by and |
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| November 3, 2023 |
Gravitas Education Updates Record Date of Special Cash Dividend Exhibit 99.1 Gravitas Education Updates Record Date of Special Cash Dividend BEIJING, November 3, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, today announced that, further to its announcement regarding the payment of a special dividend dated September 21, 2023, the Company expects that the specia |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Ch |
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| October 30, 2023 |
Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No. |
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| October 20, 2023 |
Gravitas Education Holdings, Inc. Announces ADS Ratio Change Exhibit 99.1 Gravitas Education Holdings, Inc. Announces ADS Ratio Change BEIJING, Oct. 20, 2023 /PRNewswire/ - Gravitas Education Holdings, Inc. (NYSE: GEHI) (“GEHI” or the “Company”), a leading early childhood education service provider in China, today announced that it plans to change the ratio of its American Depositary Shares (“ADS(s)”) to its Class A ordinary shares (“Share(s)”) from one (1) |
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| October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Chi |
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| October 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Chi |
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| October 18, 2023 |
Gravitas Education Holdings, Inc. Announces Extension of the Outside Date of the Merger Exhibit 99.1 Gravitas Education Holdings, Inc. Announces Extension of the Outside Date of the Merger BEIJING, Oct. 18 2023 /PRNewswire/ - Gravitas Education Holdings, Inc. (NYSE: GEHI) (“GEHI” or the “Company”), a leading early childhood education service provider in China, today announced that the Company entered into an omnibus amendment and waiver (the “Amendment Agreement”) to extend the outsi |
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| October 18, 2023 |
Exhibit 99.2 Investor Presentation OCTOBER 2023 This presentation contains forward-looking statements within the meaning of the U.S. federal securities laws, including, but not limited to, statements regarding the business combination transaction (the “Business Combination”) among NetDragon Websoft Holdings, Promethean and Gravitas Education Holding, Inc. (“GEHI”), including the prospective date o |
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| September 21, 2023 |
Exhibit 99.1 Gravitas Education Holdings Inc. Announces Special Cash Dividend in the Range of US$11.256 to US$12.17 per American Depositary Share and Reports Status of Merger BEIJING, Sept. 21, 2023 /PRNewswire/ — Gravitas Education Holdings Inc. (the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, today announced that the Company’s board of directors (the “ |
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| September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of C |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of C |
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| September 11, 2023 |
Exhibit 99.1 Gravitas Education Holdings Inc. Announces Results of the Extraordinary General Meeting on September 11, 2023 BEIJING, Sept. 11, 2023 /PRNewswire/ — Gravitas Education Holdings Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, today announced the results of the Company’s extraordinary general meeting of shareholders (the “EGM”) |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of C |
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| September 8, 2023 |
Gravitas Education Holdings, Inc. Reports First Half 2023 Financial Results Exhibit 99.1 Gravitas Education Holdings, Inc. Reports First Half 2023 Financial Results BEIJING, September 8, 2023 - Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China and Singapore, today announced its unaudited financial results for the first half of 2023. The Company’s Acquisition of eLMTree and Divestiture of |
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| July 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China |
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| July 31, 2023 |
TABLE OF CONTENTS Exhibit 99.2 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF GRAVITAS EDUCATION HOLDINGS, INC. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China Phone: (86 10) 8767 5611 MERGER PROPOSALS — YOUR VOTE IS VERY IMPORTANT July 31, 2023 Dear Gravitas Education Holdings, Inc. Shareholders: You are cordially invited to |
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| July 31, 2023 |
GEHI to Hold Extraordinary General Meeting of Shareholders on September 11, 2023 Exhibit 99.1 GEHI to Hold Extraordinary General Meeting of Shareholders on September 11, 2023 BEIJING, July 31, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at 3/F, No. 28 Building, Fangguyuan |
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| June 22, 2023 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (MARCUM ASIA CPAS LLP, PCAOB ID: 5395) F - 2 COMBINED CARVE-OUT BALANCE SHEETS AS OF DECEMBER 31, 2020, 2021 AND 2022 F - 4 COMBINED CARVE-OUT STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022 F - 5 COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED DECEMBER |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 - Commission File Number: 001-38203 - Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of Ch |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China ( |
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| May 10, 2023 |
GEHI Announces Receipt of NYSE Non-Compliance Letter Exhibit 99.1 GEHI Announces Receipt of NYSE Non-Compliance Letter BEIJING, May 9, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (NYSE: GEHI) (“GEHI” or the “Company”), a leading early childhood education service provider in China, today announced that it has received a letter dated May 8, 2023 (the “Letter”) from the New York Stock Exchange (the “NYSE”), notifying the Company that it is be |
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| April 28, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.6 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-223864 on Form S-8 of our report dated May 11, 2022, with respect to our audit of the financial statements of Gravitas Education Holdings, Inc. (formerly known as RYB Education, Inc.) as of and for the year ended December 31, 2021 appearing in this An |
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| April 28, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.7 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM April 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Sir or Madam: We have read Item 16F of Form 20-F dated April 28, 2023 of Gravitas Education Holdings, Inc. (“Registrant”) and are in agreement with the statements contained therein as it pertains to our firm; we are not in a position |
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| April 28, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yanlai Shi, certify that: 1.I have reviewed this annual report on Form 20-F of Gravitas Education Holdings, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements mad |
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| April 28, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Gravitas Education Holdings, Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yanlai Shi, Chief Executive Officer of the Compan |
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| April 28, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Siyuan Wang, certify that: 1.I have reviewed this annual report on Form 20-F of Gravitas Education Holdings, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ma |
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| April 28, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Gravitas Education Holdings, Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Siyuan Wang, Chief Financial Officer of the Compa |
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| April 28, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in registration statement (No. 333-223864) on Form S-8 of our report dated May 14, 2021, with respect to the consolidated financial statements of Gravitas Education Holdings, Inc. /s/ KPMG Huazhen LLP (“KPMG”) KPMG Huazhen LLP (“KPMG”) Beijing, the People’s Republic of China April 28, |
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| April 28, 2023 |
Description of Class A Ordinary Shares Exhibit 2.7 Description of Class A Ordinary Shares Ordinary Shares. Our ordinary shares are issued in registered form, and are issued when registered in our register of shareholders. We may not issue share to bearer. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares. Conversion. Each Class B ordinary share is convertible into one Class A ordinary sha |
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| April 28, 2023 |
Description of American Depositary Shares Exhibit 2.6 Description of American Depositary Shares Citibank, N.A., as depositary bank issues the ADSs. Citibank, N.A.’s depositary offices are located at 388 Greenwich Street, New York, New York 10013, U.S.A. American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with the depositary bank. ADSs may be represented by cer |
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| April 28, 2023 |
Gravitas Education Holdings, Inc. Exhibit 15.1 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China April 28, 2023 Dear Sirs and/or Madams, Gravitas Education Holdings, Inc. We have acted as legal advisers as to the laws of the Cayman Islands to Gravitas Education Holdings, Inc., an exempted company incorporated in the Cayman Islands wi |
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| April 28, 2023 |
Exhibit 15.2 April 28, 2023 Gravitas Education Holdings, Inc. 3/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors,” “Business Overview - PRC Regulation” and “Organizational St |
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| April 28, 2023 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT Exhibit 15.3 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the registration statement (No. 333-223864) on Form S-8 of Gravitas Education Holdings, Inc. of our report dated April 28, 2023, with respect to the consolidated balance sheets of Gravitas Education Holdings, Inc. as of December 31, 2022, the related consolidated statements of opera |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 4/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China |
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| April 24, 2023 |
GEHI Appoints New Chief Financial Officer EX-99.1 2 tm2313502d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GEHI Appoints New Chief Financial Officer BEIJING, April 23, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI), a leading early childhood education service provider in China, announced today that it has appointed Mr. Siyuan Wang as its chief financial officer, effective April 23. Mr. Wang will succ |
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| April 18, 2023 |
Exhibit 99.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Gravitas Education Holdings, Inc., Bright Sunlight Limited, Best Assistant Education Online Limited, and solely for purposes of Sections 7.1(d) and 7.4(b), NetDragon Websoft Holdings Limited dated as of April 18, 2023 TABLE OF CONTENTS Article I DEFINITIONS 4 1.1 Defined Terms 4 Article II THE |
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| April 18, 2023 |
GEHI Announces Acquisition of eLMTree and Divestiture of its PRC Business Exhibit 99.1 GEHI Announces Acquisition of eLMTree and Divestiture of its PRC Business BEIJING, April 18, 2023 /PRNewswire/ — Gravitas Education Holdings, Inc. (“GEHI” or the “Company”) (NYSE: GEHI) announced today that it has entered into an agreement and plan of merger (the “Merger Agreement”) with Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary o |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 4/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China |
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| April 18, 2023 |
Exhibit 99.3 EXECUTION VERSION SHARE PURCHASE AGREEMENT by and between Gravitas Education Holdings, Inc. and Rainbow Companion, Inc. Dated as of April 18, 2023 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.1 Defined Terms 2 Section 1.2 Additional Defined Terms 8 Section 1.3 Interpretation and Rules of Construction 9 Article II ISSUANCE AND SUBSCRIPTION OF SHARES 10 Section 2.1 Sale and Purch |
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| February 14, 2023 |
RYB / RYB Education, Inc. / SHI Yanlai - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Gravitas Education Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2023 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| February 14, 2023 |
EX-99.A 2 tm236308d1ex99-a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments t |
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| February 14, 2023 |
RYB / RYB Education, Inc. / CAO Chimin - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Gravitas Education Holdings, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| January 5, 2023 |
Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated January 5, 2023 Exhibit 16.1 January 5, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Sir or Madam: We have read Form 6-K dated January 5, 2023 of Gravitas Education Holdings, Inc. (?Registrant?) and are in agreement with the statements contained therein as it pertains to our firm; we are not in a position to agree or disagree with other statements of Registrant contained |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Chi |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Ch |
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| December 19, 2022 |
Gravitas Education Holdings, Inc. Reports First Half 2022 Financial Results Exhibit 99.1 Gravitas Education Holdings, Inc. Reports First Half 2022 Financial Results BEIJING, December 19, 2022 - Gravitas Education Holdings, Inc. (?GEHI? or the ?Company?) (NYSE: GEHI), a leading early childhood education service provider in China and Singapore, today announced its unaudited financial results for the first half of 2022. First Six Months of 2022 Financial Results ? Net revenu |
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| October 28, 2022 |
Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1 Fangzhuang, Fengtai District Beijing 100078 People?s Republic of China October 28, 2022 VIA EDGAR Mr. James Guigliano Mr. Suying Li Mr. Nicholas Nalbantian Mr. Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Gravitas E |
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| October 5, 2022 |
Exhibit (a)(ii) DEPOSIT AGREEMENT by and among RYB EDUCATION, INC. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of September 26, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receipt(s)? 1 Section |
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| October 5, 2022 |
As filed with the Securities and Exchange Commission on October 5, 2022 Registration No. |
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| October 5, 2022 |
Exhibit (a)(i) GRAVITAS EDUCATION HOLDINGS, INC. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF SEPTEMBER 26, 2017 Amendment No. 1 to Deposit Agreement Dated as of October [?], 2022 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Effective Date |
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| October 4, 2022 |
Gravitas Education Holdings, Inc. Announces ADS Ratio Change Exhibit 99.1 Gravitas Education Holdings, Inc. Announces ADS Ratio Change BEIJING, Oct. 4, 2022 /PRNewswire/ - Gravitas Education Holdings, Inc. (NYSE: GEHI) (?GEHI? or the ?Company?), a leading early childhood education service provider in China, today announced that it will change the ratio of its American Depositary Shares (?ADS(s)?) to Class A ordinary shares (?Share(s)?) from one (1) ADS repr |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-38203 Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of Chi |
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| August 23, 2022 |
Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1 Fangzhuang, Fengtai District Beijing 100078 People?s Republic of China August 23, 2022 VIA EDGAR Mr. Nicholas Nalbantian Mr. Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Gravitas Education Holdings, Inc. (the ?Compa |
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| August 8, 2022 |
Gravitas Education Holdings, Inc. Gravitas Education Holdings, Inc. 4/F, No. 29 Building, Fangguyuan Section 1 Fangzhuang, Fengtai District Beijing 100078 People?s Republic of China August 8, 2022 VIA EDGAR Mr. Nicholas Nalbantian Mr. Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Gravitas Education Holdings, Inc. (the ?Compan |
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| May 24, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No. |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of pri |
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| May 13, 2022 |
RYB Education, Inc. Announces the Approval of Name Change Exhibit 99.1 RYB Education, Inc. Announces the Approval of Name Change Beijing, May 13, 2022 - RYB Education, Inc. (?RYB? or the ?Company?) (NYSE: RYB), a leading early childhood education service provider in China, today announced that it has changed its name ?RYB Education, Inc.? to ?Gravitas Education Holdings, Inc.? with the approval by its shareholders at the extraordinary general meeting hel |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of pri |
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| May 12, 2022 |
RYB Education, Inc. Reports Fourth Quarter and Full Year 2021 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Fourth Quarter and Full Year 2021 Financial Results BEIJING, May 11, 2022 - RYB Education, Inc. (?RYB? or the ?Company?) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2021. Fourth Quarter 2021 Operational and Financial Summar |
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| May 11, 2022 |
Exhibit 4.18 GUARANTEED LOAN CONTRACT Lender: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai District, Beijing Legal representative: FANG Xin Borrower 1: Beijing RYB Children Education Technology Development Co., Ltd. (hereinafter referred to as ?Guarantor 1?) Unified Social |
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| May 11, 2022 |
Exhibit 4.17 RECRUITEMENT SERIVE CONTRACT Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai, District, Beijing Telephone No.: 010-87675611 Contact Person and email: FANG Xin Party B: Beijing RYB Children Education Technology Development Co., Ltd. Unified Social Credit C |
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| May 11, 2022 |
Letter from KPMG Huazhen LLP to the Securities and Exchange Committee Exhibit 15.7 May 11, 2022 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for RYB Education, Inc. (the ?Company?) and, under the date of May 14, 2021, we reported on the consolidated financial statements of the Company as of and for the year ended December 31, 2020. On December 10, 2021, we were dismissed. We have read the Co |
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| May 11, 2022 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yanlai Shi, certify that: 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| May 11, 2022 |
? Exhibit 4.20 Exclusive Option Agreement ? This Exclusive Option Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on April 30, 2022 in Beijing, China: Party A: Qiyuan Education Technology (Tianjin) Co., Ltd., a wholly foreign-owned enterprise duly incorporated and validly existing in THE People?s |
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| May 11, 2022 |
Exhibit 4.16 DESIGN SERVICE CONTRACT OF KINDERGARTEN-BASED CORE COURSE Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai District, Beijing Telephone No.: 010-87675611 Contact Person and Email: FANG Xin Party B: Beijing RYB Children Education Technology Development Co., |
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| May 11, 2022 |
? Exhibit 4.11 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the ?Agreement?) is entered into on the day of March 1, 2022 (the ?Signing Date?) in Beijing, People?s Republic of China (?China?), by and between Party A: Beijing RYB Technology Development Co., Ltd. Legal representative: SHI Yanlai Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai, District, Beijing Par |
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| May 11, 2022 |
Consent of Maples and Calder (Hong Kong) LLP Exhibit 15.1 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People?s Republic of China May 11, 2022 Dear Sirs and/or Madams, RYB Education, Inc. We have acted as legal advisers as to the laws of the Cayman Islands to RYB Education, Inc., an exempted company incorporated in the Cayman Islands with limited liability (the ?Company?), in con |
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| May 11, 2022 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the ?Company?) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Hao Gu, Chief Financial Officer of the Company, certify, |
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| May 11, 2022 |
Exhibit 15.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-223864 on Form S-8 of our report dated April 30, 2020, relating to the financial statements of RYB Education, Inc. appearing in this Annual Report on Form 20-F of RYB Education, Inc. for the year ended December 31, 2021. ? /s/ Deloitte Touche Tohmatsu |
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| May 11, 2022 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the ?Company?) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Yanlai Shi, Chief Executive Officer of the Company, cert |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 11, 2022 |
Exhibit 4.22 ? Business Operation Agreement This Business Operation Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on April 30, 2022 in Beijing, China: Party A: Qiyuan Education Technology (Tianjin) Co., Ltd. Party B: Zhudou Investment (Beijing) Co, Ltd. Party B's subsidiaries: the companies or o |
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| May 11, 2022 |
Consent of KPMG Huazhen LLP, an independent registered public accounting firm Exhibit 15.6 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in registration statement (No. 333-223864) on Form S-8 of our report dated May 14, 2021, with respect to the consolidated financial statements of RYB Education, Inc. ? /s/ KPMG Huazhen LLP (?KPMG?) ? ? ? ? Beijing, China ? May 11, 2022 ? ? |
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| May 11, 2022 |
Exhibit 4.21 ? Equity Interest Pledge Agreement ? This Equity Interest Pledge Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties (hereinafter referred to as the "Parties") on April 30, 2022 in Beijing, China: Party A: Qiyuan Education Technology (Tianjin) Co., Ltd., a wholly foreign-owned enterprise duly incorporated and validly existing in T |
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| May 11, 2022 |
Consent of Commerce & Finance Law Offices Exhibit 15.2 May 11, 2022 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People?s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm?s opinions under the headings ?Risk Factors,? ?Business Overview - PRC Regulation? and ?Organizational Structure? in the |
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| May 11, 2022 |
Exhibit 4.15 TRAINING SERVICE CONTRACT Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai District, Beijing Telephone No.: 010-87675611 Contact Person and email: FANG Xin Party B: Beijing RYB Children Education Technology Development Co., Ltd. Unified Social Credit Code |
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| May 11, 2022 |
Exhibit 4.13 BRAND LICENSE AGREEMENT (Applicable to Franchising Business) Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No.1 Building, No.8 Hangfeng Road, Science City, Fengtai District, Beijing Telephone No.: 010-87675611 Contact Person and email: FANG Xin Party B: Beijing RYB Children Education Technology Development Co., |
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| May 11, 2022 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hao Gu, certify that: 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| May 11, 2022 |
Exhibit 4.14 MANAGEMENT SYSTEM AND SOFTWARE LICENSE CONTRACT Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai District, Beijing Telephone No.: 010-87675611 Contact Person and email: FANG Xin Party B: Beijing RYB Children Education Technology Development Co., Ltd. Unifi |
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| May 11, 2022 |
Exhibit 4.24 ? Spouse Letter To: Qiyuan Education Technology (Tianjin) Company Limited ("WFOE") I, [Name of Spouse] (ID No.: [Number]), am [Name of Shareholder] legitimate spouse (ID No.: [Number]). In respect of [Name of Shareholder]'s equity interest in Zhudou Investment (Beijing) Co., Ltd. ("Zhudou Investment") and certain transaction document associated to such equity interest (set out/defined |
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| May 11, 2022 |
Consent of Friedman LLP, an independent registered public accounting firm Exhibit 15.3 [Letterhead of Friedman LLP] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the registration statement (No. 333-223864) on Form S-8 of RYB Education, Inc. of our report dated May 11, 2022, with respect to the consolidated financial statements of RYB Education, Inc. as of and for the year then ended December 31, 2021, whi |
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| May 11, 2022 |
Exhibit 4.19 ? Exclusive Consulting and Services Agreement This Exclusive Consulting and Services Agreement (hereinafter referred to as "this Agreement") is entered into by and among the following parties in Beijing, the People's Republic of China (hereinafter referred to as "the PRC") on April 30, 2022: Party A: Qiyuan Education Technology (Tianjin) Co., Ltd. Party B: Zhudou Investment (Beijing) |
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| May 11, 2022 |
Exhibit 4.23 Power of Attorney Power of Attorney (I) I, [Name of Shareholder], collectively hold [Percentage]% of the equity interests in Zhudou Investment (Beijing) Limited Co., Ltd. ("Zhudou Investment") (see Annex II for each party?s share of equity interests). In respect of the above-mentioned equity interests and subject to the laws and regulations of the PRC, we hereby authorize Qiyuan Educa |
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| May 11, 2022 |
Exhibit 4.12 BRAND LICENSE AGREEMENT (Applicable to direct business) Party A: Beijing RYB Technology Development Co., Ltd. Unified Social Credit Code: 911101066699005887 Address: Suite 268, No. 1 Building, No. 8 Hangfeng Road, Science City, Fengtai , District, Beijing Telephone No.: 010-87675611 Contact Person and email: FANG Xin Party B:Beijing RYB Children Education Technology Development Co., L |
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| May 2, 2022 |
SEC FILE NUMBER: 001-38203 CUSIP NUMBER: G77305103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of p |
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| April 20, 2022 |
RYB Education, Inc. Announces Receipt of NYSE Non-compliance Letter Regarding ADS Trading Price Exhibit 99.1 RYB Education, Inc. Announces Receipt of NYSE Non-compliance Letter Regarding ADS Trading Price BEIJING, April 20, 2022 ? RYB Education, Inc. (?RYB? or the ?Company?) (NYSE: RYB), a leading early childhood education service provider in China, today announced that, it has received a letter from the New York Stock Exchange (the "NYSE") dated April 19, 2022, notifying RYB that it is belo |
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| March 3, 2022 |
Exhibit 99.3 RYB Education, Inc. (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: RYB) ???????????? NOTICE OF EXTRAORDINARY GENERAL MEETING to be held on May 13, 2022 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ?EGM?) of RYB Education, Inc. (the ?Company?) will be held at 4/F, No. 28 Building, Fangguyuan |
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| March 3, 2022 |
Exhibit 99.4 RYB Education, Inc. (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: RYB) ???????????? Form of Proxy for Extraordinary General Meeting to Be Held on May 13, 2022 (or any adjourned or postponed meeting thereof) Introduction This form of proxy (the ?Form of Proxy?) is furnished in connection with the solicitation by the board of directors of RYB Education, Inc. |
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| March 3, 2022 |
RYB Education, Inc. to Hold an Extraordinary General Meeting on May 13, 2022 Exhibit 99.2 RYB Education, Inc. to Hold an Extraordinary General Meeting on May 13, 2022 Beijing, March 3, 2022 - RYB Education, Inc. (?RYB? or the ?Company?) (NYSE: RYB), a leading early childhood education service provider in China, today announced that it will hold an Extraordinary General Meeting of Shareholders (the "EGM") at 4/F, No. 28 Building, Fangguyuan Section 1, Fangzhuang Fengtai Dis |
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| March 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of p |
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| March 3, 2022 |
Exhibit 99.1 RYB Education, Inc. Announces Divesture of Directly Operated Kindergarten Business and Proposes the Change of Name BEIJING, March 3, 2022 - RYB Education, Inc. (?RYB? or the ?Company?) (NYSE: RYB) announces that its subsidiaries have entered into termination agreements with certain variable interest entities, a decision made after careful consideration of the regulatory landscape and |
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| March 3, 2022 |
Exhibit 99.5 RYB Education, Inc. (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: RYB) ???????????? Ballot for the Extraordinary General Meeting Held on May 13, 2022 (or any adjourned or postponed meeting thereof) I/We of , being the registered holder of ordinary shares 1, par value US$0.001 per share, of RYB Education, Inc. (the ?Company?), hereby cast my ballot as follow |
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| February 10, 2022 |
RYB / RYB Education, Inc. / CAO Chimin - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2022 |
RYB / RYB Education, Inc. / SHI Yanlai - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2022 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| February 10, 2022 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| December 14, 2021 |
RYB Education, Inc. Selects Friedman as its Independent Registered Public Accounting Firm EX-99.2 3 tm2135246d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RYB Education, Inc. Selects Friedman as its Independent Registered Public Accounting Firm BEIJING, December 12, 2021 - RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced that, effective as of December 10, 2021, the Company engaged Friedman LLP (“Friedman”) |
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| December 14, 2021 |
RYB Education, Inc. Reports Third Quarter 2021 Financial Results EX-99.1 2 tm2135246d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RYB Education, Inc. Reports Third Quarter 2021 Financial Results BEIJING, December 12, 2021 - RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the third quarter of 2021. Third Quarter 2021 Operational and Financial Sum |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address o |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address o |
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| November 9, 2021 |
RYB Education, Inc. to Hold Annual General Meeting on December 10, 2021 EX-99.1 2 tm2132378d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RYB Education, Inc. to Hold Annual General Meeting on December 10, 2021 BEIJING, November 9, 2021 - RYB Education, Inc. (NYSE: RYB) (“RYB” or the “Company”), a leading early childhood education service provider in China, today announced that it will hold its annual general meeting of shareholders (the “AGM”) at 4/F, No. 28 Building, Fangguy |
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| September 20, 2021 |
Exhibit 99.1 RYB Education, Inc. Reports Second Quarter 2021 Financial Results BEIJING, September 17, 2021 - RYB Education, Inc. ("RYB" or the "Company") (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the second quarter of 2021. Second Quarter 2021 Operational and Financial Summary ? Number of students enrolled at dir |
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| September 20, 2021 |
RYB Education, Inc. Announces Change of Board Composition EX-99.2 3 tm2127898d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 RYB Education, Inc. Announces Change of Board Composition BEIJING, September 17, 2021 - RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced the resignation of Mr. Chimin Cao as the chairman of the board of directors (the “Board”) of the Company and the re-d |
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| September 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address |
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| July 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of pr |
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| July 7, 2021 |
RYB Education, Inc. Reports First Quarter 2021 Financial Results EX-99.1 2 tm2121603d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RYB Education, Inc. Reports First Quarter 2021 Financial Results BEIJING, July 6, 2021 - RYB Education, Inc. ("RYB" or the "Company") (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the first quarter of 2021. First Quarter 2021 Operational and Financial Summary |
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| May 14, 2021 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 12.1 ? Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ? I, Yanlai Shi, certify that: ? 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; ? 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, i |
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| May 14, 2021 |
Consent of Commerce & Finance Law Offices EXHIBIT 15.2 ? May 14, 2021 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People?s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm?s opinions under the headings ?Risk Factors,? ?Business Overview ? PRC Regulation? and ?Organizational Structure? in th |
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| May 14, 2021 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EXHIBIT 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hao Gu, Chief Financial Officer of the Company, certify, |
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| May 14, 2021 |
Consent of Maples and Calder (Hong Kong) LLP EX-15.1 7 ryb-20201231xex15d1.htm EXHIBIT 15.1 EXHIBIT 15.1 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China 14 May 2021 Dear Sirs and/or Madams, RYB Education, Inc. We have acted as legal advisers as to the laws of the Cayman Islands to RYB Education, Inc., an exempted company incorporated in the Cayman Islands |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 14, 2021 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hao Gu, certify that: 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| May 14, 2021 |
EXHIBIT 15.4 ? CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ? We consent to the incorporation by reference in Registration Statement No. 333-223864 on Form S-8 of our report dated April 30, 2020, relating to the financial statements of RYB Education, Inc. appearing in this Annual Report on Form 20-F of RYB Education, Inc. for the year ended December 31, 2020. ? ? ? ? ? /s/ Deloitte Tou |
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| May 14, 2021 |
Consent of KPMG Huazhen LLP, an independent registered public accounting firm EXHIBIT 15.3 ? CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ? The Board of Directors RYB Education, Inc.: ? We consent to the incorporation by reference in the registration statement (No. 333-223864) on Form S-8 of RYB Education, Inc. of our report dated May 14, 2021, with respect to the consolidated balance sheet of RYB Education, Inc. as of December 31, 2020, the related consolidated |
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| May 14, 2021 |
EXHIBIT 15.5 ? May 14, 2021 ? Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 ? Dear Sirs/Madams: ? We have read Item 16F of RYB Education, Inc.'s Form 20-F dated May 14, 2021, and have the following comments: ? 1. We agree with the statements made in the first and fourth sentences of paragraph 1 and in paragraphs 2, 3 and 4 of Item 16F, for which we have a basis |
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| May 14, 2021 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EXHIBIT 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yanlai Shi, Chief Executive Officer of the Company, cert |
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| May 13, 2021 |
RYB Education, Inc. Reports Fourth Quarter and Full Year 2020 Financial Results EX-99.1 2 tm2116079d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RYB Education, Inc. Reports Fourth Quarter and Full Year 2020 Financial Results BEIJING, May 10, 2021 - RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2020. Impacts |
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| May 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 - Commission File Number: 001-38203 - RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address of |
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| May 3, 2021 |
SEC FILE NUMBER: 001-38203 CUSIP NUMBER: G77305 103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 30, 2021 |
SEC FILE NUMBER: 001-38203 CUSIP NUMBER: G77305 103 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 12, 2021 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 12, 2021 |
EX-99.A 2 a21-64812ex99da.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments th |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| December 28, 2020 |
Current Report of Foreign Issuer - FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People's Republic of China (Address o |
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| December 28, 2020 |
RYB Education, Inc. Announces Change of Board Composition Exhibit 99.1 RYB Education, Inc. Announces Change of Board Composition BEIJING, December 24, 2020 - RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced the appointment of a new director to its board of directors (the “Board”), Mr. Cen Shi, effective December 31, 2020. The Company also announced the resignation of |
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| December 11, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address o |
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| December 11, 2020 |
RYB Education, Inc. to Hold Annual General Meeting on December 29, 2020 Exhibit 99.1 RYB Education, Inc. to Hold Annual General Meeting on December 29, 2020 BEIJING, December 11, 2020 — RYB Education, Inc. (NYSE: RYB) (“RYB” or the “Company”), a leading early childhood education service provider in China, today announced that it will hold its annual general meeting of shareholders (the “AGM”) at Skadden, Arps, Slate, Meagher & Flom, 30/F, China World Office 2, No. 1, |
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| December 11, 2020 |
EX-99.2 3 a20-382971ex99d2.htm EX-99.2 Exhibit 99.2 RYB EDUCATION, INC. (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: RYB) NOTICE OF ANNUAL GENERAL MEETING to be held on December 29, 2020 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of RYB Education, Inc. (the “Company”) will be held at Skadden, Arps, |
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| December 8, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address o |
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| December 8, 2020 |
RYB Education, Inc. Reports Third Quarter 2020 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Third Quarter 2020 Financial Results BEIJING, December 7, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the third quarter of 2020. Impact from COVID-19 In the first nine months of 2020, the COVID-19 pandemic caused substantia |
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| November 20, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address o |
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| November 20, 2020 |
RYB Education, Inc. Selects KPMG as its Independent Registered Public Accounting Firm Exhibit 99.1 RYB Education, Inc. Selects KPMG as its Independent Registered Public Accounting Firm BEIJING, November 18, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced that, effective as of November 18, 2020, the Company engaged KPMG Huazhen LLP (“KPMG”) as the Company’s independent registered public a |
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| November 12, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address o |
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| November 12, 2020 |
RYB Announces Voluntary Dismissal of Remaining Class Action Lawsuits Exhibit 99.1 RYB Announces Voluntary Dismissal of Remaining Class Action Lawsuits BEIJING, November 12, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced that the two remaining securities class action complaints against the Company, the underwriters in its IPO, and certain of its current and former direct |
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| August 28, 2020 |
RYB Education, Inc. Reports Second Quarter 2020 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Second Quarter 2020 Financial Results BEIJING, August 27, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the second quarter of 2020. Impact from COVID-19 With the unprecedented challenges created by the Covid-19 pandemic since |
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| August 28, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address of |
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| May 29, 2020 |
RYB Education, Inc. Reports First Quarter 2020 Financial Results Exhibit 99.1 RYB Education, Inc. Reports First Quarter 2020 Financial Results BEIJING, May 28, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the first quarter of 2020. Impact from COVID-19 The COVID-19 pandemic adversely affected the Company’s operations during the |
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| May 29, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address of pri |
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| April 30, 2020 |
Exhibit 2.5 Description of American Depositary Shares Citibank, N.A., as depositary bank issues the ADSs. Citibank, N.A.’s depositary offices are located at 388 Greenwich Street, New York, New York 10013, U.S.A. American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with the depositary bank. ADSs may be represented by cer |
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| April 30, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| April 30, 2020 |
Consent of Commerce & Finance Law Offices EXHIBIT 15.2 April 30, 2020 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors,” “Business Overview — PRC Regulation” and “Organizational Structure” in th |
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| April 30, 2020 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EXHIBIT 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yanlai Shi, Chief Executive Officer of the Company, cert |
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| April 30, 2020 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yanlai Shi, certify that: 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light |
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| April 30, 2020 |
EXHIBIT 15.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-223864 on Form S-8 of our report dated April 30, 2020, relating to the financial statements of RYB Education, Inc. appearing in this Annual Report on Form 20-F of RYB Education, Inc. for the year ended December 31, 2019. /s/ Deloitte Touche Tohmatsu C |
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| April 30, 2020 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Hao Gu, certify that: 1. I have reviewed this annual report on Form 20-F of RYB Education, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t |
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| April 30, 2020 |
Exhibit 2.6 Description of Class A Ordinary Shares Ordinary Shares. Our ordinary shares are issued in registered form, and are issued when registered in our register of shareholders. We may not issue share to bearer. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares. Conversion. Each Class B ordinary share is convertible into one Class A ordinary sha |
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| April 30, 2020 |
Consent of Maples and Calder (Hong Kong) LLP EXHIBIT 15.1 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China 30 April 2020 Dear Sirs and/or Madams, RYB Education, Inc. We have acted as legal advisers as to the laws of the Cayman Islands to RYB Education, Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), in co |
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| April 30, 2020 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EXHIBIT 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of RYB Education, Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Hao Gu, Chief Financial Officer of the Company, certify, |
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| March 31, 2020 |
RYB Education, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results BEIJING, March 31, 2020 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2019. Fourth Quarter 2019 Operational and Financial Summ |
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| March 31, 2020 |
RYB / RYB Education, Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2020 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address of p |
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| February 13, 2020 |
RYB / RYB Education, Inc. / Shi Yanlai - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 13, 2020 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| February 13, 2020 |
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0. |
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| February 13, 2020 |
RYB / RYB Education, Inc. / Cao Chimin - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RYB Education, Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) G77305 103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 30, 2020 |
RYB / RYB Education, Inc. / Valiant Capital Management, L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RYB Education, Inc. (Name of Issuer) American depositary shares, each representing one Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 74979W101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of |
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| November 20, 2019 |
RYB / RYB Education, Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address o |
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| November 20, 2019 |
RYB Education, Inc. Reports Third Quarter 2019 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Third Quarter 2019 Financial Results BEIJING, November 19, 2019 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the third quarter ended September 30, 2019. Third Quarter 2019 Operational and Financial Summary · Number of students en |
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| November 20, 2019 |
RYB Education, Inc. to Hold Annual General Meeting on December 20, 2019 Exhibit 99.2 RYB Education, Inc. to Hold Annual General Meeting on December 20, 2019 BEIJING, November 19, 2019 — RYB Education, Inc. (NYSE: RYB) (“RYB” or the “Company”), a leading early childhood education service provider in China, today announced that it will hold its annual general meeting of shareholders (the “AGM”) at 30/F, China World Office 2, No.1 Jianguomenwai Avenue, Chaoyang District, |
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| November 20, 2019 |
Exhibit 99.3 RYB EDUCATION, INC. (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: RYB) NOTICE OF ANNUAL GENERAL MEETING to Be Held on December 20, 2019 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of RYB Education, Inc. (the “Company”) will be held at 30/F, China World Office 2, No.1 Jianguomenwai Avenue, |
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| August 22, 2019 |
RYB Education, Inc. Reports Second Quarter 2019 Financial Results Exhibit 99.1 RYB Education, Inc. Reports Second Quarter 2019 Financial Results BEIJING, August 20, 2019 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the second quarter of 2019. Second Quarter 2019 Operational and Financial Summary · Number of students enrolled at direct |
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| August 22, 2019 |
RYB / RYB Education, Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address of |
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| May 31, 2019 |
RYB / RYB Education, Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number: 001-38203 RYB Education, Inc. 4/F, No. 29 Building, Fangguyuan Section 1, Fangzhuang Fengtai District, Beijing 100078 People’s Republic of China (Address of pri |
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| May 31, 2019 |
RYB Education, Inc. Reports First Quarter 2019 Financial Results Exhibit 99.1 RYB Education, Inc. Reports First Quarter 2019 Financial Results BEIJING, May 28, 2019 — RYB Education, Inc. (“RYB” or the “Company”) (NYSE: RYB), a leading early childhood education service provider in China, today announced its unaudited financial results for the first quarter of 2019. First Quarter 2019 Operational and Financial Summary · Number of students enrolled at RYB directly |
