eLMTree entered into agreement to acquire Mynd.ai, Inc. (NYSEAM:MYND) in a reverse merger transaction on April 18, 2023. Under the terms of the Merger Agreement contemplated that Best Assistant would transfer the education business of NetDragon outside of the Peoples Republic of China ("PRC") to Elmtree Inc., a Cayman Islands exempted company limited by shares and wholly-owned by Best Assistant who became a party to the Merger Agreement by executing a joinder on August 18, 2023 (?eLMTree?), and Merger Sub would merge with and into eLMTree with eLMTree continuing as the surviving company and becoming our wholly owned subsidiary (such transactions collectively, the ?Merger?). The Merger was accounted for as a business combination in accordance with ASC 805, Business Combinations. While GEHI was the legal acquirer of eLMTree, the transaction has been accounted for as a reverse acquisition, and consequently, eLMTree was identified as the acquirer for accounting purposes. The Company has established the Independent Board Committee comprising all three independent non-executive Directors, namely Mr. Lee Kwan Hung, Eddie, Mr. Liu Sai Keung, Thomas and Mr. Sing Chung Matthias Li, to advise the Shareholders on the Merger, the Proposed Spin-off and the Distribution in Specie. None of the members of the Independent Board Committee has any interest or involvement in the Merger, the Proposed Spin-off and the Distribution in Specie.

The Gravitas Education Holdings, Inc. (NYSE:GEHI) anticipate that the Transactions will be completed by the end of the third quarter of 2023, subject to the satisfaction of receipt of NetDragon's shareholder approval, the Gravitas Education Holdings, Inc. (NYSE:GEHI) shareholder approval and certain regulatory approvals. Yuting Wu and Peter X. Huang of Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal advisor to Gravitas Education Holdings, Inc. Gram Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders on the Merger.