Abstract: Behind the merger agreement, NaaS actually achieved a backdoor listing through Ruisi Education. Behind the little-known NaaS, the figure of the Noh Chain Group emerged
Text | Guo Huaiyi
Edit | Shi Zhiliang
On February 8, Ruisi Education (Nasdaq:REDU) announced that it has signed a "merger agreement" with Dada Auto Inc (hereinafter referred to as NaaS), a Chinese operator and technical service provider for the electric vehicle charging market.
NaaS shareholders will exchange all of NaaS's issued share capital for the newly issued shares of Ruisi Education. In the transaction, the equity value of Ruisi Education is approximately US$45 million and the equity value of NaaS is approximately US$587 million. Upon completion of the transaction, Rise Education and NaaS will hold 7.1% and 92.9% of the combined company, respectively.
"It can be said that NaaS is borrowing the shell of Ruisi Education to achieve a listing on the US stock market." Some analysts told Caijingqiche (ID: caijingqiche).
Affected by this news, the stock price of Ruisi Education rose by 24% before the market, but then turned down, as of yesterday's US stock close, Ruisi Education's stock price fell 8.48% at 0.464 US dollars / share. It has fallen 97% from the company's 2018 high of $18.6.
According to public information, Ruisi Education was founded in 2007 and landed on the NASDAQ exchange in the United States in 2017. The main business is to provide Chinese children aged 3 to 18 years old with an all-English subject system education in the United States.
However, with the outbreak of the new crown epidemic and the tightening of regulatory policies on the education and training industry by relevant departments, the operation of Ruisi Education has received a huge impact. According to the 2020 financial report, ruisi education's net profit attributable to the mother turned from profit to loss, with a loss of up to 132 million yuan, down 189% year-on-year. The latest 2021 interim report shows that Ruisi Education lost 77.27 million yuan in the first half of the year, and still did not achieve a turnaround.
Affected by this, the stock price of Ruisi Education has fallen sharply. On August 13, 2021, its closing price fell below the $1 mark. On October 8 of the same year, Ruisi Education issued an announcement that the NASDAQ listing qualification department has sent a letter to the company, because from August 13 to September 24, the company's closing price was lower than $1 for 30 consecutive trading days, and Ruisi Education may face delisting.
In January 2022, there was market news that Ruisi Education, which was on the verge of delisting, was planning to merge together with a view to entering the electric vehicle industry. However, NaaS's completion of the merger and acquisition of Ruisi Education has surprised the outside world, and the previously unknown company has attracted widespread attention from the outside world.
"Although dada Auto has not been heard of in the system of the Energy Chain Group, the company has indeed mentioned NaaS, and perhaps this is another company of Dai Zhen, the founder of the Energy Chain." A source close to the Energy Chain Group told Caijing Automobile (ID: caijingqiche): "At present, the main business of the energy chain is three, the owner state, the group oil and charging, NaaS may be in the charging business." ”
SEC filings confirm the source's speculation. According to the SEC, Newlinks Technology Limited will hold 50 million, 248 million and 1.398 billion common shares of common stock, B and C, respectively. In addition, in the final signature page of the document, Dai Zhen also signed his name as the chairman of the energy chain.
In April 2021, Nengchain Group officially released the NaaS (NewLinkas a Service, Connection as a Service) service, and when talking about NaaS, Wang Yang, co-founder and CEO of Nengchain, said: "With the popularity of the Internet of Things and autonomous driving technology, cars and gas stations can be connected autonomously. Through NaaS, we are digitally connecting the upstream and downstream of the energy industry chain, including autonomous vehicles. ”
According to public information, Energy Chain was established in 2016 as an energy industry Internet of Things company. In January 2022, Nengchain announced that it had received investment from China Resources Capital, coupled with the previous investments of China Merchants Capital, CICC Capital, Shandong Expressway and International Green Fund Shandong Green Development Equity Investment Fund, Nengchain has completed hundreds of millions of dollars in Series E financing. Prior to this, Neng chain had also received investment from Joy Capital, Xiaomi Group, NIO Capital, and other institutions.