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Morrison Foerster Advises Ascendent on Merger between NetDragon and Mynd.ai

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Morrison Foerster (“MoFo”) has advised Ascendent Capital Partners (“Ascendent”) as an existing investor in a merger of the core overseas education business of NetDragon Websoft Holdings Limited (HKSE: 0777) (“NetDragon”) with Gravitas Education Holdings Inc. (renamed as Mynd.ai, Inc.(NYSE: MYND) after the merger).

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Morrison Foerster (“MoFo”) has advised Ascendent Capital Partners (“Ascendent”) as an existing investor in a merger of the core overseas education business of NetDragon Websoft Holdings Limited (HKSE: 0777) (“NetDragon”) with Gravitas Education Holdings Inc. (renamed as Mynd.ai, Inc.(NYSE: MYND) after the merger).Following the merger, NetDragon became the controlling shareholder of Mynd.ai, which wholly owns the subsidiaries operating the oversea education business. The equity value of the merged education business of NetDragon was valued at US$800 million. As part of the transaction, Best Assistant Education Online Limited, a subsidiary of NetDragon, partly redeemed the US$150 million existing bonds issued to Ascendent. At the same time, Ascendent purchased US$65 million convertible bonds issued by Mynd.ai.MoFo previously advised Ascendent on a number of strategic investments, including but not limited to its (i) US$267 million sale of Etern Group; and (ii) US$150 million initial investment in Best Assistant Education Online Limited.The MoFo team of this transaction was led by Marcia Ellis, Hong Kong Partner and Global Co-chair of the firm’s Private Equity Group, and Hong Kong PE/M&A Partner Maureen Ho. Key members of the team included Partners John Owen (New York), Michael O’Bryan (San Francisco), Scott Lesmes (Washington, D.C.), Of Counsel Hong Cheong Wong (Singapore), Associates Bryce Gray (Tokyo), Letian Ge (Tokyo), Thomas Good (Washington, D.C.), Victoria McGrath (New York), Julia Lee (Hong Kong), Sarah Luo (Hong Kong), Ziqi Qi (Hong Kong), Shuwen Zeng (Hong Kong) and Chloe Chen (Hong Kong).

Morrison Foerster Advises Ascendent on Merger between NetDragon and Mynd.ai

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Marcia Ellis is a Senior Counsel in our New York office and a Partner in our Hong Kong office. Marcia’s practice focuses on private equity transactions and complex mergers and acquisitions involving companies and other assets located in Asia. Having practiced in Asia for more than a quarter of a century, Marcia is one of the most experienced M&A lawyers active in the Asian market. In the past three years, she has advised clients on deals with a total aggregate value well in excess of US$249.8 billion.​Marcia regularly advises leading investors on M&A transactions, including SoftBank Vision Fund, Alibaba, GLP, Bain Capital, BlackRock, Farallon Capital, Ascendent Capital Partners, Silver Crest Acquisition Corp., PAG, Hillhouse, Hony Capital and Celadon Partners. In addition, she is experienced in representing U.S., UK and Asia based institutional investors in the acquisition, financing and disposition of real estate in China, Hong Kong and elsewhere in Asia, including numerous logistics and internet data center projects, and investment in and acquisition of real estate developers.From 2008 through 2011, she was the Chief Legal Officer for Asia of D. E. Shaw, where she assisted various group entities in making, restructuring, and exiting investments in various countries in Asia, including a number of significant and highly structured investments in China and India.Clients consider Marcia as a "super skilled technical lawyer" who offers "incredible problem-solving skills on all aspects of matters, both legal and commercial". A client said that "Finding a lawyer whose judgement you trust and who knows how far they can push the boundaries is not easy, and Marcia is the best lawyer I've worked with."Marcia is a member of our global board of directors and a member of our global Environmental, Social and Governance (ESG) Steering Committee. She served as a Global Co-Chair of the firm's Private Equity Practice. In 2022, she spearheaded the launch of MoFo’s annual survey of the ESG and DEI policies and practices of Asia-headquartered PE firms. She has also been named to Law360’s 2022 and 2023 Private Equity Editorial Board and elected as the Co-Chair of AmCham Hong Kong’s Women of Influence Committee. Marcia has been recognized as one of the Women of Influence in Private Markets: Private Equity by Private Equity International in 2024.

Marcia Ellis（艾琳）律师的执业重点是涉及亚洲境内公司和其它资产的私募股权交易和复杂并购。Ellis律师在亚洲执业超过二十五年，是活跃在亚洲市场经验最丰富的并购律师之一。在过去三年间，她为客户完成的交易的合计价值超过2498亿美元。Ellis律师经常为大型投资者提供并购交易法律咨询，这些投资者包括软银愿景基金、阿里巴巴、普洛斯、Bain Capital、贝莱德、Farallon Capital、上达资本、Silver Crest特殊目的收购公司、PAG、高瓴资本、弘毅投资以及Celadon Partners。此外，在代表美国、英国、亚洲机构投资人方面她也富有经验；她代表客户处理收购、融资、处置中国、香港及亚洲其它地区的房地产，其中包括许多物流和互联网数据中心项目，也处理对房地产开发商的投资与收购。从2008至2011年，Ellis律师是德劭集团亚洲区的首席法务官。在德劭集团，她协助各集团实体处理在亚洲多个国家进行的投资、投资重组及投资退出事宜，包括在中国和印度进行的多个重要及高度结构化的投资。客户评价Ellis律师是一位"技巧高超的律师"，她拥有 "极其出色的解决问题的能力，包括法律问题和商业问题 "。一位客户称："找到一位拥有令人信任的判断力，并能尽力突破极限的律师并不容易，而她是我合作过的最好的律师"。Ellis律师是美富律师事务所的全球董事会成员，兼本所全球环境、社会与治理(ESG)指导委员会委员之一。她曾任本所的全球私募股权业务联席主席。在2022年，她率先发起了美富对总部位于亚洲的私募股权公司的环境、社会与治理以及可持续性的政策与实践的年度调查。她还当选《法律360》(Law 360)2022年度和2023年度私募股权业务编辑委员会成员，以及香港美国商会最具影响力女性(WOI)指导委员会联席主席。Ellis律师还荣获Private Equity International评为2024年“私募股权领域：私募市场最具影响力女性”之一。

Marcia Ellis

Senior Counsel (New York) | Partner (Hong Kong)

John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 25 years of experience advising issuers, underwriters, and other market participants in a wide range of equity and debt financing transactions. He has significant experience advising on initial public and follow-on equity offerings, high yield and investment grade debt offerings, and private placements. John also regularly advises on structuring and executing cross border financing, liability management, and special situation transactions, having advised on matters involving a wide range of jurisdictions, including China, Hong Kong, Japan, France, India, Indonesia, Israel, Singapore, Taiwan and the United Kingdom.  John has worked with a wide variety of companies across many industries, including consumer products, technology, life sciences, energy, telecommunications, and financial services. He has advised on transactions for issuers as diversified as Arm Holdings, Riot Platforms, RH (formerly Restoration Hardware), PepsiCo, Monster Beverage, Omnicom, Tate & Lyle, and Vonage.  In addition to routinely advising issuers, investors, and other market participants on the structuring and execution of debt capital markets transactions, John also frequently collaborates with cross-practice teams to advise on and structure in-court and out-of-court restructuring and other liability management transactions. John has completed coursework at the University of Cambridge on sustainable finance and serves on the firm’s ESG steering committee. He also co-leads the MoFo Proud Affinity Network and serves on the firm’s New York hiring committee. John has regularly been recognized as an IFLR1000 notable practitioner and by The Legal 500 for his work on capital markets transactions.<h4>Representative Experience</h4><h5>Capital Raising Transactions</h5><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li>Riot Platforms, Inc., a leading Bitcoin-driven infrastructure platform, on its $594 million offering of 0.75% convertible senior notes due 2030</li><li>Sprint Corp. in connection with its $1.0 billion guaranteed notes offering</li><li>Celadon Partners as lead investor in a $47.6 million PIPE investment in Nasdaq-listed Senti Biosciences, Inc.</li><li>Vonage in its $300 million convertible note offering</li><li>RH’s issuance of $300 million in aggregate principal amount of convertible notes</li><li>FTI Consulting in its $316.25 million convertible note offering</li><li>Lodha Developers, a leading developer of luxury real estate in India, in its $200 million secured bond offering by its UK subsidiary</li><li>Counsel to A Paradise Acquisition Corp. on its $200 million IPO</li></ul><h5>Special Situations and M&A Transactions</h5><ul><li>SoftBank Group’s refinancing of $530 million of outstanding debt of Better Home & Finance Holding Co., together with a new investment in $155 million of secured debt issued by Better.</li><li>SoftBank Group’s investment in 6% senior notes issued by Fair Technologies</li><li>Counsel to an institutional senior secured noteholder in connection with an out-of-court exchange offer and recapitalization transaction by Associated Materials</li><li>Counsel to an ad hoc group of former noteholders in connection with the proposed initial public offering of Southeastern Grocers, following its chapter 11 bankruptcy</li><li>Counsel to the ad hoc group of senior secured noteholders, in the chapter 11 cases of EP Energy</li><li>Counsel to the ad hoc group of first lien noteholders, as noteholders and backstop DIP lenders, in the chapter 11 bankruptcy of Sanchez Energy</li><li>Sprint in connection with its $1.7 billion tender offers for 9.000% Guaranteed Notes and 8.375% Notes</li></ul>

John Owen

Partner

Mike advises on U.S. and international mergers, acquisitions, divestitures, and other strategic transactions, including “going private” and other related-party transactions. He has advised companies, boards, and special committees, as well as investment banks, in both negotiated and contested transactions. He works with clients across a variety of industries, including in the technology, software, telecommunications, agtech, consumer, and healthcare/life sciences sectors.Mike has been ranked in numerous publications including Chambers USA, The Legal 500, and Best Lawyers in America. Clients in The Legal 500 describe Mike as “a very seasoned M&A lawyer with a depth of technical expertise.” He has been recognized for M&A by Best Lawyers in America every year since 2013, and in 2021 the publication named him a “Lawyer of the Year” for M&A. He has also been recognized in Who’s Who Legal – The International Who’s Who of Mergers & Acquisitions Lawyers.Before moving to San Francisco, he worked in the firm’s Tokyo office for four years. Prior to joining Morrison & Foerster, he worked at a Japanese law firm for two years, concentrating on cross–border transactions. He serves on the board of directors of the Japan Society of Northern California.Mike is the immediate past chair of the American Bar Association’s M&A Committee, where he also served as co-editor of the Model Tender Offer Agreement, on the editorial board for the Model Public Company Merger Agreement, as senior reviewer of the forthcoming Revised Model Asset Purchase Agreement, and as the editor of the Annual Survey of M&A Cases. While chair, he co-founded the Committee’s national law student M&A negotiating competition.He also has served on M&A advisory boards, such as the Law360 M&A editorial board and the Thomson Reuters Accelus Business Law Partner advisory board. He is also a member of our global Environmental, Social, and Governance (ESG) steering committee. He is the author or co-author of numerous articles and speaks regularly on M&A and related topics. He leads efforts around the firm’s annual Key M&A Trends report, recognized as a “Top Read Article” by JD Supra Readers’ Choice Awards.

Michael G. O'Bryan

Scott Lesmes chairs Morrison Foerster’s Public Company Advisory & Governance practice, and is a partner in the firm's Capital Markets practice. Scott focuses his practice on counseling clients with respect to corporate and securities matters. He advises publicly-listed companies and boards of directors on a broad range of securities regulation and corporate governance issues and has substantial experience in dealing with restatements and internal control concerns.Scott also counsels issuers and underwriters in the public offering process and in corporate compliance matters involving SEC reporting and disclosure requirements.Prior to his career in private law, Scott served as in-house counsel at two public companies. He worked extensively in establishing corporate compliance programs and policies, including those related to insider trading, Section 16, and corporate disclosure while serving as Chief Legal Officer for Allied Capital Corporation, a NYSE-listed business development company, as well as Deputy General Counsel/Chief Securities Counsel for Fannie Mae, a financial services company. Scott draws on his significant in-house experience to provide valuable perspective in his role as an outside advisor. Scott has received nationwide recognition for excellence in capital markets law. Legal 500 US recognizes Scott as "a key partner in the team [for debt offerings]" and acknowledges his "capital markets expertise. IFLR1000 distinguishes Scott as "highly regarded" in the areas of Capital markets: Debt and Capital markets: Equity, and U.S. News' Best Lawyers identifies him as a leading lawyer in Securities/Capital Markets Law.Scott currently serves as chair of Morrison & Foerster’s Practice and Opinion Review Committee, and as a co-chair of Practising Law Institute’s Annual Disclosure Documents program.

Scott Lesmes

Bryce Gray is a corporate associate in the firm’s Tokyo office.Bryce’s practice focuses on mergers and acquisitions, joint ventures, capital markets and compliance matters. A native English speaker, Bryce is also fluent in Japanese.Bryce received his J.D. from the Boston University School of Law and his B.A. in both English and History from Rice University.

Bryce Gray

Associate

Julia’s practice spans across cross-border M&A, joint ventures, as well as private equity.Prior to joining Morrison & Foerster, Julia was an associate in the Hong Kong office of a major international law firm.Julia is fluent in English, Cantonese, and Mandarin.

李恺宜律师业务涵盖跨境并购、合资公司及私募股权。在加入美富前，李律师曾在某领先的国际法律事务所的香港办事处担任律师。李律师精通英语、粤语及普通话。

Julia Lee

Ziqi’s practice focuses on private equity transactions, joint ventures, complex mergers and acquisitions, as well as other general corporate matters.Ziqi was a trainee solicitor in the Hong Kong office of Morrison & Foerster. She is fluent in English, Cantonese and Mandarin.<h4>Representative Experience</h4><ul><li>CPE, a Chinese alternative investment firm, in connection with its US$350 million joint venture with Restaurant Brands International (RBI), one of the world's largest multinational fast food holding company, to operate Burger King in China which has around 1,250 restaurants in total. This transaction is one of the most significant private equity-led transactions in China’s consumer sector in 2025.</li></ul><ul><li>Ascendent Capital Partners, as a consortium member, in connection with the US$230.6 million privatization of Tarena International, Inc. (NASDAQ: TEDU), a leading professional education and K-12 education services provider in China.</li><li>Ascendent Capital Partners in its US$150 million investment in Best Assistant Education Online Limited (“Best Assistant”), an education business subsidiary of NetDragon Websoft Holdings Limited.</li><li>Ascendent Capital Partners on its three-tranche investment with a total value of US$500 million in the preferred shares of WM Tech Corporation Limited, the Cayman holding company of Wumei’s supermarket business, one of the largest supermarket chains and retailers in the PRC.</li><li>SoftBank Group Corp. and SoftBank Vision Fund in the US$40 billion sale of UK-headquartered multinational semiconductor and software design company Arm Limited to U.S. chip company NVIDIA (NASDAQ: NVDA).</li><li>SoftBank Vision Fund in connection with an investment totaling US$1.5 billion in Chehaoduo, a leading Chinese customer-to-customer auto retail services company that operates Guazi, an e-commerce platform focusing on second-hand car transactions, and Maodou, an e-commerce platform focusing on new car transactions.</li></ul>

漆子琪律师的执业领域主要涉及私募股权交易、合资企业、复杂并购，以及其他一般公司事宜。漆律师曾是美富香港办事处的实习律师。她精通英语、粤语和普通话。<h4>具有代表性的项目</h4><ul><li>代表中国另类投资公司CPE源峰就其与世界上最大的餐饮公司之一餐饮品牌国际集团（Restaurant Brands International，简称 RBI）成立价值3.5亿美元的合资企业。该合资企业将负责汉堡王在中国的运营，目前在全国拥有约 1,250 家餐厅。本次交易是 2025 年中国消费行业中由私募股权基金主导的最具代表性交易之一。</li></ul><ul><li>上达资本处理其与其他买方财团成员以2.306亿美元拟对达内时代科技集团有限公司（NASDAQ: TEDU）进行私有化的事宜。上达资本是买方财团成员之一。达内科技是中国顶尖的职业教育及K-12教育服务提供商。</li><li>上达资本处理其以1.5亿美元投资于Best Assistant Education Online Limited（“Best Assistant”）的事宜。Best Assistant为网龙网络控股有限公司旗下教育企业。</li><li> 上达资本处理其对WM Tech Corporation Limited的优先股进行三轮投资，总金额达5亿美元。WM Tech Corporation Limited是中国最大型连锁超市及零售商之一物美超市的开曼控股公司，并由物美科技集团有限公司（“物美”）控股。</li><li>软银和软银愿景基金处理其以400亿美元将总部位于英国的跨国半导体和软件设计公司安谋有限公司（Arm Limited）出售给美国领先的芯片公司英伟达（纳斯达克代码：NVDA）事宜。</li><li>软银愿景基金处理其对车好多集团总计15亿美元的投资。车好多是中国领先的汽车直卖平台，旗下主要包含瓜子二手车直卖网（主要经营二手车交易）和毛豆新车网（主要经营新车交易）两大平台。</li></ul>

Ziqi Qi

Shuwen advises leading banks and financial institutions, private equity sponsors, alternative financiers, and strategic borrowers on cross-border financing work, including leveraged and acquisition finance, bilateral and syndicated loans, and debt restructuring transactions.Shuwen is a Registered Foreign Lawyer with the Law Society of Hong Kong. Prior to joining Morrison Foerster, she worked at the Hong Kong office of a leading international law firm. She is fluent in English, Mandarin, and Cantonese.