SCHEDULE: Bright Scholar Completes Privatization, Delists from NYSE

Bright Scholar Education Holdings Limited has finalized its merger, becoming a private entity and ceasing public trading on the New York Stock Exchange.

Summary

• The merger of Bright Scholar Education Holdings Limited became effective on December 16, 2025.
• As a result of the merger, Bright Scholar Education Holdings Limited is now a wholly-owned subsidiary of 'Parent'.
• Each Class A and Class B Ordinary Share, issued and outstanding immediately prior to the effective time (excluding certain shares), was cancelled in exchange for US$0.575 in cash per share.
• Each American Depositary Share (ADS), issued and outstanding immediately prior to the effective time (excluding certain ADSs), was cancelled in exchange for US$2.30 in cash per ADS, less US$5.00 for each 100 ADSs (or portion thereof) in cancellation fees.
• Vested Company Options were cancelled for a cash amount equal to the excess of the Per Share Merger Consideration over the exercise price, multiplied by the number of underlying shares.
• Unvested Company Options were cancelled for nil consideration.
• ADSs ceased trading on the New York Stock Exchange (NYSE) on December 16, 2025.
• The Issuer has requested the suspension of trading and delisting from the NYSE, and intends to file a Form 15 to suspend and terminate its SEC reporting obligations.
• Reporting Persons, Huiyan Yang and Sure Brilliant Global Limited, no longer beneficially own any securities of the Issuer, marking this as an exit filing for them.

Sentiment

Score: 7

Explanation: The filing confirms the successful completion of a planned merger, providing a clear exit for shareholders and fulfilling the stated purpose of the transaction. While it marks the end of public trading, the execution of the plan is positive for those involved in the transaction.

Positives

• The successful completion of the merger provides a definitive cash exit for public shareholders and vested option holders.
• The company has achieved its objective of transitioning to a private entity, potentially allowing for greater operational flexibility away from public market scrutiny.

Negatives

• Shareholders no longer hold an equity stake in a publicly traded company.
• The company's ADSs have ceased trading, and it will be delisted from the NYSE and deregistered from the SEC, removing public investment opportunities.

Future Outlook

The company is transitioning from a publicly traded entity to a private one. Its public reporting obligations under the Exchange Act will be suspended immediately upon filing of Form 15 and will terminate once deregistration becomes effective. There is no forward-looking guidance for a public company as it will no longer be one.

Management Comments

• The Issuer has requested that trading of the ADSs on the NYSE be suspended.
• The Issuer intends to file with the SEC a Form 15 suspending its reporting obligations under the Exchange Act and withdrawing the registration of the Shares under the Exchange Act.

Industry Context

This event reflects a broader trend of some Chinese education companies opting for privatization, often influenced by domestic regulatory shifts or strategic decisions to operate outside the public market. The delisting of Bright Scholar removes a significant player from the publicly traded global education sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Received cash consideration for their shares/ADSs and no longer hold an equity stake in the company.
• Employees: While not directly addressed, the transition to a private company may lead to changes in internal operations, reporting structures, and incentive programs.
• Customers: No direct impact on customers is mentioned in the filing.
• Creditors: No direct impact on creditors is mentioned in the filing.

Next Steps

• The NYSE will file a Form 25 with the SEC to notify of the withdrawal of ADSs from listing and intention to withdraw shares from registration.
• The Issuer will file a Form 15 with the SEC ten days after the NYSE files Form 25.
• The Issuer's SEC reporting obligations will be suspended immediately upon filing of Form 15 and will terminate upon effective deregistration.

Key Dates

Recommendation

The company has completed its privatization, and its shares/ADSs have ceased trading on the NYSE. There is no longer a public market for the securities. A 'sell' recommendation is appropriate for any remaining holders to realize their cash consideration, and the stock is no longer publicly tradable for new investors.

Keywords

Bright Scholar Education, Merger, Privatization, Delisting, Deregistration, Schedule 13D/A, Huiyan Yang, Sure Brilliant Global Limited, Education Holdings, Cayman Islands