6-K
Mynd.ai, Inc. (MYND)
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 China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibit Index
Exhibit 99.2 – Investor Presentation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gravitas Education Holdings, Inc. | ||
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| By | : | /s/ Siyuan Wang |
| Name | : | Siyuan Wang |
| Title | : | Chief Financial Officer |
Date: October 18, 2023
Exhibit 99.1
Gravitas Education Holdings, Inc. AnnouncesExtension 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 outside date of the closing (the “Closing”) of the Merger (as defined below) to January 18, 2024 considering the extra time that may be needed for the parties to complete the Merger.
As previously announced, the Company, Bright Sunlight Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (the “Merger Sub”), Best Assistant Education Online Limited, a Cayman Islands exempted company (“Best Assistant”) and a controlled subsidiary of NetDragon Websoft Holdings Limited (HKEX: 0777, “NetDragon”), a Cayman Islands exempted company, and solely for purposes of certain named sections thereof, NetDragon entered into the agreement and plan of merger (the “Merger Agreement”) on April 18, 2023, which contemplates that Best Assistant will transfer the education business of NetDragon outside of the PRC to Elmtree Inc., a Cayman Islands exempted company limited by shares wholly owned by Best Assistant (“eLMTree”), and Merger Sub will merge with and into eLMTree with eLMTree continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the “Merger”). eLMTree has executed and delivered a joinder to the Merger Agreement on August 18, 2023.
Pursuant to the Amendment Agreement, the parties also agreed to change the composition of the board of the Company immediately after the effective time of the Merger, to adjust the number of shares of the Company to be sold by certain existing shareholders of the Company pursuant to a share purchase agreement dated April 18, 2023, to NetDragon Websoft Inc., a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of NetDragon (the “Secondary Sale”), to waive certain condition precedent to the closing of the Secondary Sale and the closing of the divestiture of the Company’s education business in China to Rainbow Companion, Inc., and on certain additional logistical matters related to the Closing.
About Gravitas Education Holdings, Inc.
Founded on the core values of “Care” and “Responsibility,” “Inspire” and “Innovate,” Gravitas Education Holdings, Inc. (formerly known as RYB Education, Inc.) is a leading early childhood education service provider in China. Since opening its first play-and-learn center in 1998, the Company has grown and flourished with the mission to provide high-quality, individualized and age-appropriate care and education to nurture and inspire each child for his or her betterment in life. During its two decades of operating history, the Company has built itself into a well-recognized education brand and helped bring about many new educational practices in China’s early childhood education industry. GEHI’s comprehensive early childhood education solutions meet the needs of children from infancy to 6 years old through structured courses at kindergartens and play-and-learn centers, as well as at-home educational products and services.
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s brand recognition and market reputation; student enrollment in the Company’s teaching facilities; the Company’s growth strategies; its future business development, results of operations and financial condition; trends and competition in China’s early childhood education market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese early childhood education market; Chinese governmental policies relating to the Company’s industry and general economic conditions in China. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
CONTACT: Gravitas Education Holdings, Inc., Investor Relations, E-mail: ir@geh.com.cn
Exhibit 99.2
| Investor<br>Presentation<br>OCTOBER 2023 |
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| This presentation contains forward-looking statements within the meaning of the U.S. federal securities laws, including, but not limited to, statements<br>regarding the business combination transaction \(the “Business Combination”\) among NetDragon Websoft Holdings, Promethean and Gravitas Education<br>Holding, Inc. \(“GEHI”\), including the prospective date of completion thereof, the proposed business and business model of the combined company, Mynd.ai<br>\(the “Company”\), after giving effect to the Business Combination, the markets and industry in which the Company intends to operate, anticipated industry<br>growth rates, the expected market position and product offerings of the Company, the prospective valuation of the Company and the results of the<br>integration of the Company’s businesses after the consummation of the Business Combination. These statements are made under the “safe harbor”<br>provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,”<br> “would,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “may,” “should” and similar statements. Statements that are not<br>historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements are based<br>on management’s belief or interpretation of information currently available or management’s current expectations with respect to future events and are<br>based on assumptions that are subject to change at any time. Forward-looking statements involve inherent risks and uncertainties and given these risks and<br>uncertainties, you should not rely on or place undue reliance on these forward-looking statements.<br>A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the<br>following: any delay in the consummation of the Business Combination; the Company’s brand recognition and market reputation; student enrollment in the<br>Company’s teaching facilities; the Company’s growth strategies and ability to build long-term relationships with schools and other key market participants;<br>the Company’s future business development, results of operations and financial condition; trends and competition in the early childhood education markets in<br>which the Company intends to operate; changes in its revenues and certain cost or expense items; the expected growth of the early childhood education<br>market in the Company’s targeted addressable markets; governmental policies relating to the Company’s industry, including government funding of<br>education opportunities, and general economic conditions in the markets in which the Company intends to operate. Further information regarding these and<br>other risks is included in GEHI’s filings with the U.S. Securities and Exchange Commission \(“SEC”\) and is expected to be included in the Company’s filings<br>with the SEC after giving effect to the Business Combination. All information provided in this presentation is as of the date of this presentation, and the<br>Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.<br>Safe Harbor / Forward-Looking Statements<br>2 |
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| Pro Forma Information<br>This presentation contains unaudited pro forma condensed combined statement of operations data for the Company for the year ended December 31, 2022 and unaudited pro forma condensed combined<br>balance sheet data for the Company as of December 31, 2022 \(the “Pro Forma Information”\), which presents the combined financial information of the Company after giving pro forma effect to the Business<br>Combination and related transactions \(the “Transactions”\) as if the Business Combination had occurred on January 1, 2022 for the pro forma statement of operations data and December 31, 2022 for the<br>balance sheet data, respectively.<br>The Pro Forma Information has been presented for illustrative purposes only and does not necessarily reflect what the Company’s financial condition or results of operations would have been had the<br>Transactions occurred on the dates indicated. Further, the Pro Forma Information also may not be useful in predicting the actual future financial condition and results of operations of the Company, which may<br>differ significantly from the Pro Forma Information due to a variety of factors, including higher revenues in the 2022 fiscal year due to continued release of COVID funding which may not be available in later<br>periods. The unaudited pro forma transaction accounting adjustments used to prepare the Pro Forma Information represent management’s estimates based on information available as of the date of the Pro<br>Forma Information and are subject to change as additional information becomes available and analyses are performed. For more information on the Pro Forma Information included in this presentation,<br>including its basis of preparation and certain related notes, adjustments and assumptions, see the proxy statement filed with the SEC on July 31, 2023 by GEHI in connection with the Transactions.<br>No representations or warranties<br>No representations or warranties, express or implied, are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will the Company or any of its subsidiaries,<br>shareholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of<br>this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market<br>data used in this presentation have been obtained from third-party industry publications and sources, as well as from research reports prepared for other purposes that the Company believes are reasonable.<br>The Company has not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness, and this data is subject to change. This presentation does not<br>purport to be exhaustive or contain all the information to make a full analysis of the Company’s business.<br>No offer or solicitation<br>This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale<br>would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.<br>3 |
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| Table of Contents<br>What is mynd.ai?<br>Investment Highlights<br>Well-Positioned to Unlock Value<br>mynd.ai At-a-Glance<br>Executive Leadership Team<br>Pro Forma Financials<br>The Competitive and Market Landscape<br>Strong Ed-Tech Fundamentals<br>The Future of Education<br>Why invest? A Compelling Investment<br>4 |
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| What is mynd.ai?<br>Our goal is to become the unified platform for digital content in K-12 classrooms,<br>empowering teachers with seamless connectivity so they can focus on what they do best:<br>inspiring young minds.<br>How?<br> • Agnostic hardware that integrates across technology providers to give teachers quick<br>and simple access to the technology they find most important<br> • Explain Everything platform helps teachers everywhere create engaging, customizable<br>lessons with interactive presentations, video tutorials and assignments<br> • Everything you need in one place with Explain Everything at the center of lesson creation<br>and delivery, providing integrated solutions to help teachers augment their lessons in<br>real time<br> • Addition of AI tools to reduce the time spent by teachers finding content, creating<br>lessons, and conducting assessments<br> • The classroom is here to stay, but from now on, there will always be tech at the front of<br>the room. mynd.ai aims to be the tech platform of choice.<br>mynd.ai = the platform, not the provider<br>5 |
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| Promethean, the global provider of large-scale interactive<br>displays for classroom and workplace use, is being spun off<br>into an independent entity by its owner, Hong Kong-listed<br>NetDragon \(HKG:0777\).<br>Promethean will merge with the Singapore-based business<br>of Gravitas Education Holdings, Inc., a leading early<br>childhood education service provider in China listed on the<br>NYSE under the symbol "GEHI."<br>The new combined company will be renamed mynd.ai and<br>publicly traded in the United States with a new ticker<br>symbol, “MYND.”<br>The Genesis of mynd.ai<br>6 |
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| Investment Highlights<br>Robust cash reserves of ~$80M<br>Strong opportunity for top-line<br>growth in market with stable<br>funding from local, state, and<br>federal sources used to advance<br>quality of education<br>Growing and evolving<br>SaaS business<br>Leading position with installed<br>hardware base and extensive data<br>to enhance penetration<br>North America revenue \(70%\)<br>positions for high attach of<br>SaaS business, with additional<br>international growth potential<br>Anticipated vigorous M&A pipeline<br> & accelerated organic growth<br>through new product offerings<br>7 |
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| Well-Positioned to Unlock Value<br>72.9%<br>shareholding\*<br>Publicly listed<br>post-merger entity<br>\(to be renamed<br>mynd.ai\)<br>Transaction Overview<br>NetDragon will merge its core<br>overseas education business<br>\(“NetDragon Education Business"\)<br>with Gravitas Education Holdings<br>\(NYSE: GEHI\) at a valuation of $750<br>million for the NetDragon Education<br>Business and $800 million for the<br>merged entity.<br>The merged entity will be<br>renamed mynd.ai at closing of<br>the transaction to reflect the<br>new brand and direction of<br>the company to pursue the<br>transformation of education<br>with AI.<br>Expected closing of the<br>transaction is Q4 2023.<br>Transaction Summary<br>NetDragon Websoft<br>Holdings<br>\(HKSE: 0777.HK\)<br>Publicly listed<br>post-merger entity<br>Carve-out<br>Merged at<br>$750M<br>valuation<br>Merged at<br>$50M<br>valuation<br>\* % of issued share capital<br>At Completion \(Q4 expected\)<br>NetDragon Websoft<br>Holdings<br>\(HKSE: 0777.HK\)<br>Gravitas Education<br>Holdings, Inc.<br>\(NYSE: GEHI\)<br>Merged at<br>$800M<br>valuation<br>Promethean Singapore biz<br>\* Percentage assumes existing shareholder pool does not elect cash<br>alternative upon NetDragon distribution of the dividend in specie 8<br>$65M<br>Convertible<br>debt<br>Divestiture of the<br>PRC business |
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| mynd.ai At-a-Glance<br>Market share leader with<br>~30% of current market<br>Employees:<br>Promethean - ~650<br>GEHI Singapore - ~750<br>Seattle-based<br>Operating in<br>100+ countries<br>Existing install base<br>of over 1 million<br>classrooms worldwide<br>Over 4,000<br>resellers/channel partners<br>in our worldwide network<br>9 |
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| Vin Riera<br>Chief Executive Officer<br>Allyson Krause<br>Chief General Counsel<br>Arthur Giterman<br>Chief Financial Officer<br>Lance Solomon<br>Chief Product Officer<br>Matt Cole<br>Chief Revenue Officer<br>Ronan O’Loan<br>Chief People Officer<br>Paul Heffernan<br>Executive Vice President, Operations<br>For bios, Click here<br>Executive Leadership Team<br>10 |
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| Based on pro forma income statements for the combined components<br>of mynd.ai for the 12 months ending December 31, 2022\*:<br>Pro Forma Financials: Income and Expenses<br>$615.4M $145.4M 23.6% $128.2M $41.5M<br>Annual Revenue Gross Profit Gross Margin SG&A Expenses R&D Expense<br>of revenue<br>\*The Pro Forma Information presented above may not be useful in predicting the actual future financial condition and results of operations of the Company, which may differ significantly from the Pro Forma Information<br>due to a variety of factors, including elevated revenues in the 2022 fiscal year due to continued release of COVID funding to state and local education authorities which may not be available in later periods. For more<br>information, see "Pro Forma Information" on page 3. 11 |
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| Pro Forma<br>Balance Sheet<br>Based on pro forma balance<br>sheet for mynd.ai as of<br>December 31, 2022\*:<br>$101.1M $304.9M $464.2M<br>Cash Total<br>Current Assets<br>Total<br>Assets<br>$232.6M $313.3M $150.9M<br>Total Current<br>Liabilities<br>Total<br>Liabilities<br>Total Shareholders’<br>Equity<br>\*Pro Forma financial information is presented for illustrative purposes only and may not be useful for predicting the future financial<br>condition and results of operation of mynd.ai. The actual financial position and results of operations of mynd.ai may differ significantly<br>from the indicated pro forma amounts due to a variety of factors. For more information, see "Pro Forma Information" on page 3.<br>12 |
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| • Major players in the current hardware space<br> • Industry growth rates \(hardware/software/service\)<br> • Competitors in the software space<br> • Broader classroom competitors<br> • Potential entrants/threats<br>The Competitive Landscape<br>13 |
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| Our Competitive<br>Advantage<br>Promethean is the global #1 market leader in<br>K-12 classroom interactive display\*<br>Deep understanding of global market intricacies<br>Seamless integration of software & hardware for<br>K-12 education<br>Displays designed by teachers, for teachers<br>IT admins trust the product<br>Stable market with room for tremendous growth<br>Over 4,000 resellers/channel partners in our<br>worldwide network \* #1 market share by K-12 classroom interactive display sales volume for global<br>\(excl. China\) market, according to Futuresource Consulting <Quarter 4 2022<br>World Interactive Displays> report, Mar 2023<br>14 |
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| 42M<br>Total Global Classrooms<br>~30M<br>classrooms<br>Addressable Market\*<br>1M<br>mynd.ai<br>Long Growth Runway<br>Current penetration of 1 million classrooms:<br> • Solid relationships with teachers and IT professionals<br> • Entrenched relationships<br> • Ability to become the pipeline for software<br>Significant market opportunity with remaining 42 million<br>classrooms globally<br>\*Total addressable market does not include China and India. 15<br>\* Market share and penetration numbers based on Futuresource Consulting <Quarter 4 2022 World Interactive Displays> report, Mar 2023 |
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| Global K-12 Classroom Penetration of Interactive Displays<br>Global Market Leader\* in a US$47B+<br>immediate addressable market<br>~ 76%<br>un-penetrated<br>~$2,000 ASP\*\*<br>of Interactive<br>Classroom Displays per Classroom<br>\* Market share and penetration numbers based on Futuresource Consulting <Quarter 4 2022 World Interactive Displays> report, Mar 2023 \*\* ASP is for illustrative purpose only \(Our ASP for the newest model ActivPanel 9 in 2022 was US$ 2,229\)<br>3.4 1.6 1.5 6.0 17.0<br>InteractiveWhiteboards Whitespace<br>US<br>Indonesia<br>Brazil<br>Russia<br>Mexico<br>France<br>Egypt Germany<br>Japan<br>UK<br>ROW<br># of<br>Classrooms<br>\(M\):<br>~30M global<br># of classrooms<br>\(excl. China and India\)<br>Immediate Addressable Market of<br>~$47B<br>100%<br>90%<br>80%<br>70%<br>60%<br>50%<br>40%<br>30%<br>20%<br>10%<br>0%<br>Interactive FlatPanels<br>16 |
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| Strong Ed-Tech Fundamentals<br>MARKET STABILITY<br>K-12 market is not subject to customer /<br>market consolidation providing<br>environment for long-term development.<br>CONSISTENT LEVELS OF FUNDING<br>Local, state, and federal funds that are<br>used to advance quality of education<br>provide greater revenue stability.<br>EXPANSIVE MARKET<br>The global K-12 education market is vast,<br>providing significant revenue potential for<br>technology providers.<br>CONTINUOUS DEMAND<br>Schools constantly seek innovative<br>solutions to enhance learning outcomes,<br>creating a consistent demand for<br>educational technology.<br>LONG-TERM RELATIONSHIPS<br>Building relationships with schools<br>\(teachers, administrators and IT\) can<br>lead to long-term contracts and<br>strong partnerships.<br>INNOVATION OPPORTUNITIES:<br>The education sector encourages<br>innovation, allowing tech companies to<br>develop cutting-edge products allowing<br>teachers to focus on educating students.<br>17 |
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| Interactive Classroom Technology<br> • Global #1 Market Leader in<br>K-12 Classroom Interactive Display\*<br> • Hardware + Software integration<br>\(display panel + lesson prep & delivery software\)<br> • Enables interactive teaching and collaboration<br>\* #1 market share by K-12 classroom interactive display sales volume for global \(excl. China\) market, according to Futuresource Consulting <Quarter 4 2022 World Interactive Displays> report, Mar 2023 \*\* Classroom data is based on the above Futuresource report, # of students is estimated according to the average class size for U.S. primary, middle and high schools \(24.8 students/class\) based on the most<br>recent study by National Center for Education Statistics, the federal institution for all education-related statistics in the U.S.<br>Market-Leading Flagship<br>Products<br>Strong industry recognition and a sticky user<br>base successfully grew Promethean into the<br>market leader in classroom technology<br> >1 Million Classrooms\*\*<br>\(installed base\)<br>40+ Million Students\*\*<br>150+ Countries<br>#1 Market Share\*<br>18 |
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| Understanding of<br>Educators’ Needs<br>Sales<br>Network<br>Complex<br>Implementation<br>Capability<br>Installed<br>Base<br>Brand<br>Recognition<br>Deep understanding<br>of education<br>Knowledge gained from<br>serving all major markets for<br>20 years+<br>Leading global<br>sales network<br>Over 4,000 distributors<br>and resellers, covering<br>150+ countries<br>High<br>Track record of multiple<br>large school district<br>rollouts and country<br>rollouts<br>Largest globally<br>\(excl.-China\)<br>Estimated >1M classroom<br>installed base for future<br>replacement sales<br>Top interactive front-of-class brand<br>Market leader for<br> >20 years and #1 in<br>market share \(excl.<br>China\)<br>Major players are either<br>not focused on education<br>or entered edtech space<br>only in recent years<br>Many new entrants are<br>competing on price in<br>setting up their sales<br>network<br>Mostly Low to Medium<br>with lack of track record<br>Mostly much smaller Most other large<br>global brands<br>do not serve K-12<br>as their primary<br>market<br>Other Brands<br>Our overall competitive edge positions us to win in the market<br>Market-Leading Flagship Products<br>Source NetDragon Investor Presentation: http://file.download.99.com/down/ir\_e\_20230613.pdf<br>19 |
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| The Future<br>of Education<br>mynd.ai believes the classroom is<br>here to stay, and its hardware-agnostic platform will:<br> • Enable teachers to be the best they can be<br> • Enhance the effectiveness of learning<br> • Become the display of choice in North America<br>and the developed world<br> • Partner with teachers, administrators and parents<br>for the benefit of students – core value of<br>preparing future generations for global success<br>20 |
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| Evolve from being a hardware provider to being a<br>SaaS business, specifically Classroom as a Service<br>\(CaaS\), built on the foundation of our hardware<br>business: • creating an agnostic platform that hosts a multitude<br>of content providers<br> • delivering a set of complimentary SaaS offerings for a<br>frictionless teaching experience<br> • establishing the company as a unified provider for K<br>-<br>12 market<br>Simultaneously expand the hardware business into the<br>workplace/corporate market as an additional long<br>-term<br>growth channel.<br>The Evolution of mynd.ai<br>21 |
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| CaaS is the Future<br> • The hardware is a product, not a subscription, which<br>will require a transition to new model in 3-5 years<br>when it naturally ages out<br> • Integrates selected software within the Explain<br>Everything whiteboard platform starting in ~2024<br> • The platform aggregates content and is an attractive<br>landing for software providers<br> • Teacher support before, during and after class<br> • Integration of AI to assist teachers in reaching<br>students:<br> • predictive resource provisioning for live<br>classrooms<br> • interactive feedback to adjust lessons to student<br>needs in real time<br> • measuring learning outcomes for students<br> • Recording lessons<br> • Integrating features/software from multiple providers<br>22 |
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| Merger transaction entered into at $750-800 million valuation:<br>Attractive Current Valuation<br>Pro forma calculated sales multiple 1.3x; below<br>median multiples and pre-pandemic industry<br>valuations<br>North American penetration presents growth<br>opportunity as the business evolves<br>Competitive advantages, relationships, installed base<br>penetration represent intangibles not fully valued<br>History of internal cash generation to support growth<br>Compelling<br>Long-Term<br>Value<br>23 |
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| Key Milestones<br>Our Catalysts for Success:<br> • Continued growth of hardware revenue currently<br>driving business<br> • Integration of Explain Everything with hardware<br> • Furthering market leadership in hardware + software<br>space<br> • Begin moving toward CaaS vision<br>24 |
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| Why Invest?<br>Robust cash reserves of ~$80M<br>Market with stable funding sources regardless of macroeconomic<br>conditions<br>Leading position with installed hardware base<br>and extensive data to enhance penetration<br>North America revenue \(70%\) positions for high attach of<br>SaaS business, with additional international growth potential<br>Vigorous M&A pipeline & accelerated organic<br>growth through new product offerings<br>25 |
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