M&A - First High-School Education Group Co., Ltd.

Form Type: S-8 POS

Filing Date: 2025-03-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025023416

Filing Summary: First High-School Education Group Co., Ltd. filed a post-effective amendment to its Form S-8 registration statement to deregister all unsold securities originally registered, totaling 3,524,435 Class A ordinary shares under its 2021 Share Incentive Plan. This action follows the completion of a merger with One Education Holding Limited on March 10, 2025, making First High-School Education a wholly-owned subsidiary and a privately held company. Consequently, all offerings of its securities previously registered have been terminated.

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Form Type: SC 13E3/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025022944

Filing Summary: This amendment No. 2 to the transaction statement filed with the SEC is related to the merger of First High-School Education Group Co., Ltd. with One Education Holding Limited and One Education Merger Limited. The merger will see Merger Sub merging with and into the Company, resulting in the Company becoming a private entity wholly owned by its Parent. As part of this transaction, ordinary shares will be exchanged for cash payments of US$0.05 per share, while American Depositary Shares (ADSs) will be exchanged for US$0.15 per ADS, after deductions. The planned merger is set to become effective upon registration by the Registrar of Companies in the Cayman Islands. Following the merger, the Company's ADS program will terminate, and trading on the OTC QB Market will cease on March 10, 2025. Additionally, a Form 15 will be filed to suspend the Company's reporting obligations under the Exchange Act, effectively terminating these obligations once deregistration occurs.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000121390025022943

Filing Summary: On March 10, 2025, First High-School Education Group Co., Ltd. completed a merger, becoming a wholly owned subsidiary of its Parent company. Each outstanding Ordinary Share and ADS was canceled in exchange for cash payments of US$0.05 per Ordinary Share and US$0.15 per ADS, minus applicable fees and taxes. Certain shares reverted to nil consideration, including those held by affiliated entities and dissenting shareholders. The merger led to the ADSs being delisted from the OTC Market, and the company plans to file a Form 15 to suspend its SEC reporting obligations. As a result, the Reporting Persons no longer own any Ordinary Shares or have voting power over them. This document serves as the final amendment to the Schedule 13D.

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Form Type: SC 13E3/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000121390025001797

Filing Summary: This document serves as an amendment to Schedule 13E-3 filed by First High-School Education Group Co., Ltd. on January 8, 2025, detailing a merger agreement involving the company, One Education Holding Limited (Parent), and One Education Merger Limited (Merger Sub). The merger will merge Merger Sub into the Company through a statutory short-form merger, leading the Company to continue as a wholly-owned subsidiary of Parent. This amendment outlines key terms including the merger consideration: Ordinary Shares will be exchanged for US$0.05 each, and American Depositary Shares (ADSs) for US$0.15 each, subject to certain adjustments. The document highlights the structure of the involved entities, notable individuals in the merger process, and the implications for existing shareholders. It is noted that after the merger, the Company will cease to be a public entity and will be privately held.

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Form Type: SC 13E3

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000121390024108602

Filing Summary: First High-School Education Group Co., Ltd. filed a Schedule 13E-3 transaction statement related to a merger with One Education Holding Limited and One Education Merger Limited. The merger aims for Parent to acquire all outstanding Class A ordinary shares not held by the Buyer Group. Shareholders will receive $0.05 per Class A share and $0.15 per ADS in cash without interest. The merger is set to complete following a mandatory waiting period of 20 days to comply with regulatory approvals. The document indicates the shareholders will not be entitled to vote on the merger due to its classification as a short-form merger under Cayman Islands law. A premium of about 354.5% was noted on the proposed purchase price compared to prior market prices. Financial advisor Zhongqin Asset Appraisal Co., Ltd. provided an opinion regarding the fairness of the merger consideration. The company will cease to be publicly traded post-merger, aiming to reduce regulatory costs and allow for more strategic flexibility.

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